The Goodyear Tire & Rubber Company
Akron, Ohio ###-###-####
May 24, 2021
Stephen R. McClellan
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. The Board of Directors recognizes that your skills and experience are critical to the Company and, as a result, the Company desires to offer you a payment in exchange for your agreement to stay for a specific period of time.
By executing this Retention Agreement, you will be eligible to receive a lump sum payment equal to the difference, if any, between the benefit calculated under the Supplementary Pension Plan (SERP) based on the interest rate at January 1, 2021 (0%) and the SERP benefit based on the applicable interest rate at the time of retirement as defined in the SERP (the Retention Payment). You must provide continuous service to the Company through at least December 31, 2023 (the Retention Date) to be eligible for the Retention Payment. The Retention Payment will be paid at the same time as your SERP benefit is paid.
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 the provisions set forth herein. Payment of the Retention Payment will be subject to the Board of Directors satisfaction (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 Payment, 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.