The Goodyear Tire & Rubber Company
Akron, Ohio ###-###-####
May 24, 2021
Darren R. Wells
Executive Vice President and Chief Financial Officer
Re: Retention Agreement
As you are aware, you are a key member of the management team of The Goodyear Tire & Rubber Company (the Company) who will help us continue in our success and move us forward in meeting our long-term business objectives. In recognition of the foregoing and because the Company has determined it is in the bests interests of the Company and its shareholders to retain you, the Company desires to offer you a cash payment if you remain employed for a specific period of time.
By executing this Retention Agreement, you will be eligible to receive a lump sum payment of $2,000,000 (Retention Bonus), if you remain an associate of the Company and actively provide the services required of you through at least December 31, 2023 (Retention Date), subject to the conditions contained herein.
Assuming all conditions are met, the Retention Bonus will be paid no later than March 31, 2024, subject to applicable tax withholding as required by law. This Retention Bonus will be payable in addition to your regular annual salary, benefits, and participation in the Companys incentive compensation plans. Because this Retention Bonus represents a unique payment to you, the Retention Bonus will not be considered in calculating compensation-related benefits (e.g., pension benefits).
As part of this agreement, you agree to continue to follow the policies and procedures established by the Company, which may change from time to time, work directions from the Companys Board of Directors and management team, and the provisions set forth herein. Payment of the respective Retention Bonus will be subject to the Company being satisfied (in its reasonable judgment) with (1) your cooperation, diligence and loyalty through the Retention Date, (2) your performance through the Retention Date, (3) your compliance with all Company policies and procedures and other agreements with the Company through the Retention Date, and (4) the continuation of your active employment with the Company through the Retention Date.
While you will remain an at-will employee, if the Company terminates your employment prior to the Retention Date for reason other than cause, you will be entitled to receive the Retention Bonus, in accordance with the terms of this agreement. For purposes of this agreement, cause includes, but is not limited to, (1) the failure to act in a cooperative, diligent and loyal manner, (2) an act of fraud, embezzlement or theft in connection with your duties or in the course of your employment with the Company, or (3) misconduct that is injurious to the Company, monetarily or otherwise, such as violations of the Companys Business Conduct Manual.
If you voluntarily leave the Company or if the Company terminates your employment for cause prior to the Retention Date, you will not receive the Retention Bonus.