2008 PERFORMANCE PLAN
THE GOODYEAR TIRE & RUBBER COMPANY
(Adopted April 8, 2008, as amended on October 7, 2008)
The purposes of the 2008 Performance Plan of The Goodyear Tire & Rubber Company (the “Plan”) are to
advance the interests of the Company and its shareholders by strengthening the ability of the Company to attract,
retain and reward highly qualified officers and other employees, to motivate officers and other selected employees
to achieve business objectives established to promote the long term growth, profitability and success of the
Company, and to encourage ownership of the Common Stock of the Company by participating officers, other
selected employees and directors. The Plan authorizes performance based stock and cash incentive
compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units,
performance grants and awards, and other stock-based grants and awards.
For the purposes of the Plan, the following terms shall have the following meanings:
(a) “AWARD” means any Stock Option, Stock Appreciation Right, Restricted Stock Grant,
Performance Grant, Stock-Based Grant, or any other right, interest or option relating to shares of Common
Stock or other property (including cash) granted pursuant to the Plan.
(b) “BOARD OF DIRECTORS” means the Board of Directors of the Company.
(c) “CHANGE IN CONTROL” has the meaning set forth in Section 13(b) hereof.
(d) “CODE” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or
any successor statute thereto, together with the published rulings, regulations and interpretations duly
(e) “COMMITTEE” means the committee of the Board of Directors established and constituted as
provided in Section 5 of the Plan.
(f) “COMMON STOCK” means the common stock, without par value, of the Company, or any security
issued by the Company in substitution o