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EXHIBIT 10.2
RESTRICTED STOCK PURCHASE AGREEMENT
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THIS AGREEMENT is made and entered into this 3rd day of October, 2000,
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 Robert J. Keegan, President and Chief
Operating Officer of the Company, residing at 212 Royal View, Pittsford, NY
14534 (hereinafter referred to as "Mr. Keegan").
WITNESSETH: THAT
WHEREAS, Mr. Keegan became an employee of the Company on October 1,
2000 and was elected President and Chief Operating Officer of the Company by the
Board of Directors of the Company effective October 1, 2000; 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 1997 Performance Incentive 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 Mr. Keegan 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.
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The Company awards pursuant to the Plan and agrees to sell to Mr.
Keegan, and Mr. Keegan agrees to subscribe for and purchase from the Company, on
and subject to the terms and conditions set forth in this Agreement, 50,000
shares of the Common Stock (the "Shares") at a purchase price of one cent ($.01)
per share. The aggregate purchase price of $500 for the Shares shall be paid by
Mr. Keegan by check, payable to the order of the Company, or by such other
method as may be acceptable to the Company. The purchase and sale shall be
consummated at the principal offices of the Company at such time as shall be
agreed upon by the Company and Mr. Keegan, but in no event later than October
31, 2000. Upon receipt of the purchase price, the Company will cause a
certificate or certificates for the Shares to be issued to Mr. Keegan as the
registered owner thereof. Upon the purchase and issuance of the Shares, Mr.
Keegan will be entitled to receive dividends and exercise voting rights. Mr.
Keegan agrees that the Shares shall be subject to the restrictions on transfer
set forth in Section 2 of this Agreement and to the Purchase Option set forth in
Section 3 of this Agreement. Mr. Keegan hereby agrees that the Company shall
retain, at its principal offices, possession of the certificate or certificates
representing the Shares, duly
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endorsed in blank by Mr. Keegan or with duly executed stock power(s) attached,
all in a form suitable for the transfer of the Shares.
SECTION 2. RESTRICTIONS ON TRANSFER.
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Mr. Keegan shall not have the right or power to, and shall not, sell,
assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of
law or otherwise, any of the Shares, or any interest therein, so long as and to
the extent that the Shares are subject to the Purchase Option of the Company
provided for at Section 3 of this Agreement.
SECTION 3. COMPANY PURCHASE OPTION.
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A. The Company shall have the right and option to purchase all of the
Shares from Mr. Keegan for one cent ($.01) per share (the "Option Price"), if
Mr. Keegan 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 October 3, 2002 if Mr. Keegan has
been continuously employed from the date of this Agreement through October 3,
2002.
B. In the event Mr. Keegan ceases to be an employee of the Company at
any time subsequent to October 2, 2001 by reason of his death or total
disability (as defined in the Company's Long Term Disability Benefits for
Salaried Employees Plan (the "LTDB Plan")), the Purchase Option shall thereupon
terminate in respect of that number of the Shares which is equal to the product
of (i) 50,000, multiplied by (ii) a fraction the numerator of which is the
number of full calendar months elapsed during the period beginning on October 3,
2000 and ending on the date of the death or total disability (as defined in the
LTDB Plan) of Mr. Keegan, and the denominator of which is 24.
C. Notwithstanding anything herein to the contrary, in the event that a
Change in Control (as defined at Section 13 of the Plan) shall occur at any time
after October 3, 2001, the Purchase Option of the Company shall automatically
terminate in respect of all of the Shares on the date on which such Change in
Control occurs.
D. The Company may exercise the purchase option by delivering or
mailing to Mr. Keegan, or to his estate at his address, written notice of
exercise within 60 days after the termination of Mr. Keegan's employment with
the Company, which notice shall specify the number of Shares to be purchased.
The Company shall thereafter tender to Mr. Keegan or his estate the option price
in respect of that number of Shares being purchased within 90 days after Mr.
Keegan'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 Subsection A of this Section 3, the Company shall not
pay any dividend to Mr. Keegan on account of those Shares, or permit Mr. Keegan
to exercise any of the privileges or rights of a
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shareholder with respect to those Shares, but shall, insofar as permitted by
law, treat the Company as the owner of the Shares.
SECTION 4. EFFECT OF PROHIBITED TRANSFER.
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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.
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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 October 3, 2000,
between the Company and Mr. Robert J. Keegan, 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.
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A. The Shares have been registered under the Securities Act for
issuance pursuant to the Plan. Mr. Keegan 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 1993), 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. Mr. Keegan agrees that he 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 Mr. Keegan if he is an
"affiliate".
C. A legend substantially in the following form will be placed on the
certificate or certificates representing the Shares:
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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.
SECTION 7. ADJUSTMENTS.
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If from time to time during the period the Shares are subject to the
restrictions on transfer set forth in this Agreement or the Purchase Option of
the Company is in effect in whole or in part there is any stock split-up, stock
dividend, stock distribution, or other reclassification of the Common Stock of
the Company, or any merger, consolidation, or sale of substantially all of the
assets of the Company, any and all new, substitute, or additional securities to
which Mr. Keegan is entitled by reason of his ownership of the Shares shall be
subject immediately to the award (and be included as "Shares" therein), the
restrictions on the transfer of the Shares set forth in this Agreement, the
Purchase Option of the Company, and the other provisions of this Agreement in
the same manner and to the same extent as the Shares. The Purchase Option of the
Company and the Option Price and the other terms of the award shall be adjusted
appropriately. If as a result of any adjustment which requires the calculation
of the number of Shares, the number so computed is not a whole number, the
number of Shares shall be the number computed rounded down to the next whole
number. Any adjustment consistent with the provisions hereof made by the
Compensation Committee of the Board of Directors shall be binding on Mr. Keegan.
SECTION 8. WITHHOLDING TAXES.
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A. Mr. Keegan acknowledges and agrees that the Company has the right to
deduct from payments of any kind otherwise due to his any federal, state, or
local taxes of any kind required by law to be withheld with respect to the
Shares.
B. If Mr. Keegan elects in accordance with Section 83(b) of the
Internal Revenue Code to recognize ordinary income in respect of the Shares in
2000, the Company will require, at the time of that election, that Mr. Keegan
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 Mr. Keegan.
SECTION 9. SEVERABILITY.
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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.
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SECTION 10. WAIVER.
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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.
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This Agreement shall be binding upon, and inure to the benefit of, the
Company and Mr. Keegan and their respective heirs, executors, administrators,
legal representatives, successors and assigns.
SECTION 12. NO RIGHTS TO EMPLOYMENT.
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Nothing contained in this Agreement shall be construed as giving Mr.
Keegan any right to be retained, in any position, as an employee of the Company.
SECTION 13. NOTICE.
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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.
SECTION 14. ENTIRE AGREEMENT.
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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.
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This Agreement may be amended or modified only by a written instrument
executed by both the Company and Mr. Keegan.
SECTION 16. GOVERNING LAW.
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This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ S. G. Gibara
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Chairman of the Board and
Chief Executive Officer
Attest: /s/ Bertram Bell
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Assistant Secretary
/s/ Robert J. Keegan
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Robert J. Keegan
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