EX-10.6






EXHIBIT 10.6




RESTRICTED STOCK PURCHASE AGREEMENT




     THIS
AGREEMENT is made and entered into this ___ day of                     , 20___, between The Goodyear
Tire & Rubber Company, an Ohio corporation, with its principal office at 1144 East Market Street,
Akron, Ohio 44316-0001 (hereinafter referred to as the “Company”), and Name, Title, of the Company
residing at Address (hereinafter referred to as “Grantee”).



WITNESSETH: that




     WHEREAS,
Grantee became an employee of the Company on                     , 20___ and was appointed Title
of the Company effective                     , 20___; and



     WHEREAS, the Compensation Committee of the Board of Directors of the Company deemed it in the
best interest of the Company and in furtherance of the purposes of the 2008 Performance Plan of The
Goodyear Tire & Rubber Company (the “Plan”) to award restricted shares of the Common Stock, without
par value, of the Company (the “Common Stock”) to Grantee pursuant to the Plan on and subject to
the terms, conditions and restrictions set forth herein; and



     WHEREAS, in accordance with action duly taken by the Compensation Committee of the Board of
Directors and by the Board of Directors, the following sets forth the terms, conditions and
restrictions of the award.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, the parties hereby agree as follows:



SECTION 1. AWARD; PURCHASE AND SALE OF SHARES.




     The Company awards pursuant to the Plan and agrees to sell to Grantee, and Grantee agrees to
subscribe for and purchase from the Company, on and subject to the terms and conditions set forth
in this Agreement,
                     shares of Common Stock (the “Shares”) at a purchase price of one cent
($.01) per share. The aggregate purchase price of $___ for the Shares shall be paid by Grantee by
check, payable to the order of the Company, or by such other method as may be acceptable to the
Company. The purchase and sale shall be consummated at the principal offices of the Company at
such time as shall be agreed upon by the Company and Grantee, but in no event later than
                    , 20_. Upon receipt of the purchase price, the Company will cause a certificate or
certificates for the Shares to be issued to Grantee as the registered owner thereof. Upon the
purchase and issuance of the Shares, Grantee will be entitled to receive dividends and exercise
voting rights. Grantee agrees that the Shares shall be subject to the restrictions on transfer set
forth in Section 2 of this Agreement and to the Purchase Option set forth in Section 3 of this
Agreement. Grantee hereby agrees that the Company shall retain, at its principal offices,
possession of the certificate or certificates representing the Shares, duly endorsed in blank by
Grantee or with duly executed stock power(s) attached, all in a form suitable for the transfer of
the Shares.



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SECTION 2. RESTRICTIONS ON TRANSFER.




     Grantee shall not have the right or power to, and shall not, sell, assign, transfer, pledge,
hypothecate, or otherwise dispose of, by operation of law or otherwise, any of the Shares, or any
interest therein, so long as and to the extent that the Shares are subject to the Purchase Option
of the Company provided for at Section 3 of this Agreement.



SECTION 3. COMPANY PURCHASE OPTION.




     A. The Company shall have the right and option to purchase all of the Shares from Grantee for
one cent ($.01) per share (the “Option Price”), if Grantee ceases to be employed by the Company for
any reason (the “Purchase Option”), except as expressly provided in Subsection B of this Section 3.
The Purchase Option of the Company will expire on
                    , 20___ if Grantee has been
continuously employed from the date of this Agreement through                     , 20_.



     B. In the event Grantee ceases to be an employee of the Company at any time subsequent to
                    ,
20___ by reason of [his/her] death or Disability (defined as termination of employment
while receiving benefits under a long-term disability income plan provided by a government or
sponsored by the Company or one of its Subsidiaries), the Purchase Option shall thereupon terminate
in respect of that number of the Shares which is equal to the product of (i)                    , multiplied by
(ii) a fraction the numerator of which is the number of full calendar months elapsed during the
period beginning on
                    , 20___ and ending on the date of the death or Disability of
Grantee, and the denominator of which is [36], and the Purchase Option shall be exercised with
respect to the remaining Shares.



     C. Notwithstanding anything herein to the contrary, in the event that a Severance (as defined
at Section 13 of the Plan) shall occur at any time after                     , 20___, the Purchase Option of
the Company shall automatically terminate in respect of all of the Shares on the date on which such
Severance occurs.



     D. The Company may exercise the Purchase Option by delivering or mailing to Grantee, or to
[his/her] estate, at [his/her] address written notice of exercise within 60 days after the
termination of Grantee’s employment with the Company, which notice shall specify the number of
Shares to be purchased. The Company shall thereafter tender to Grantee or [his/her] estate the
option price in respect of that number of Shares being purchased within 90 days after Grantee’s
termination of employment with the Company. If and to the extent the Purchase Option is not
exercised within the aforesaid 60-day period, or the purchase is not completed within the aforesaid
90-day period, as the case may be, the Purchase Option of the Company shall automatically expire.



     E. After the time when any of the Shares are required to be transferred to the Company
pursuant to Section 3 of this Agreement, the Company shall not pay any dividend to Grantee on
account of those Shares, or permit Grantee to exercise any of the privileges or rights of a
shareholder with respect to those Shares, but shall, insofar as permitted by law, treat the Company
as the owner of the Shares.



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SECTION 4. EFFECT OF PROHIBITED TRANSFER.




     The Company shall not be required (a) to transfer on its books any of the Shares that shall
have been, or are purported or represented to have been, sold or transferred in violation of any of
the provisions of this Agreement; or (b) to treat as owner of such Shares or to pay dividends to
any transferee to whom any such Shares shall have been, or are purported or represented to have
been, so sold or transferred.



SECTION 5. RESTRICTIVE LEGEND.




     All certificates representing the Shares shall have affixed thereto a legend in substantially
the following form, in addition to any other legends that may be required under Federal or state
securities laws:




The shares of stock represented by this certificate
are subject to restrictions on transfer and
conditions of forfeiture set forth in the Restricted
Stock Purchase Agreement, dated                     ,
20___, between the Company and Grantee, which
agreement is on file with, and available for
inspection without charge at the office of, the
Secretary of the Company at 1144 East Market Street,
Akron, Ohio 44316-0001.



SECTION 6. CERTAIN RESALE LIMITATIONS.




     A. The Shares have been registered under the Securities Act for issuance pursuant to the Plan.
Grantee acknowledges that in the event he shall be deemed to be an “affiliate” of the Company
(within the meaning of that term as used in Rule 144 promulgated under the Securities Act of 1933),
a sale of all or a portion of the Shares will be subject to certain provisions of said Rule 144
under the Securities Act.



     B. Grantee agrees that [he/she] will not sell, transfer, or otherwise dispose of any of the
Shares except in conformance with all applicable provisions of the Securities Act and that the
Company shall have no obligation to cause the registration of the Shares for resale by Grantee if
[he/she] is an “affiliate” of the Company.



     C. A legend substantially in the following form will be placed on the certificate or
certificates representing the Shares:




The shares represented by this certificate may not
be sold, transferred, or otherwise disposed of in
the absence of an effective registration statement
under that Act or an opinion of counsel satisfactory
to the Company to the effect that registration is
not required.



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SECTION 7. ADJUSTMENTS.




     Any adjustments made pursuant to the provisions of the Plan (including Section 4(c) thereof)
by the Compensation Committee of the Board of Directors shall be binding on Grantee.



SECTION 8. WITHHOLDING TAXES.




     A. Grantee acknowledges and agrees that the Company has the right to deduct from payments of
any kind otherwise due to [him/her] any federal, state, or local taxes of any kind required by law
to be withheld with respect to the Shares.



     B. If Grantee elects in accordance with Section 83(b) of the Internal Revenue Code to
recognize ordinary income in respect of the Shares in 20___, the Company will require, at the time
of that election, that Grantee make an additional payment to the Company for withholding taxes, the
amount of which shall be based on the difference, if any, between the purchase price of the Shares
and the Fair Market Value of the Shares as of the date of the purchase of the Shares by Grantee.



SECTION 9. SEVERABILITY.




     The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each other provision of
this Agreement shall be severable and enforceable to the extent permitted by law.



SECTION 10. WAIVER.




     Any provision contained in this Agreement may be waived, either generally or in any particular
instance, by the Board of Directors of the Company.



SECTION 11. BINDING EFFECT.




     This Agreement shall be binding upon, and inure to the benefit of, the Company and Grantee and
their respective heirs, executors, administrators, legal representatives, successors and assigns.



SECTION 12. NO RIGHTS TO EMPLOYMENT.




     Nothing contained in this Agreement shall be construed as giving Grantee any right to be
retained, in any position, as an employee of the Company.



SECTION 13. NOTICE.




     Any notice required or permitted hereunder shall be deemed served if personally delivered,
delivered by courier service or mailed by registered or certified mail, postage prepaid, and
properly addressed to the respective party to whom such notice relates, at the addresses set forth
in this Agreement or at such different addresses as shall be specified by a notice given in the
manner herein provided.



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SECTION 14. ENTIRE AGREEMENT.




     This Agreement constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, whether oral or written, pertaining to the Shares or otherwise
relating to the subject matter of this Agreement.



SECTION 15. AMENDMENT.




     This Agreement may be amended or modified only by a written instrument executed by both the
Company and Grantee.



SECTION 16. GOVERNING LAW.




     This Agreement shall be construed, interpreted and enforced in accordance with the laws of the
State of Ohio.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.



	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     Chairman of the Board, President and
	 

	 	 	 	     Chief Executive Officer
	 
	 	 	 	 
	 

	 	Attest: 	 
	 

	 	 	 	 
	 

	 	 	 	               Secretary
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	                Grantee







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