-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlZr72ij6GNQv6B56R7JAq3ZgTI0MK0p8BHWvDJuzlCvH55JT1WRR53ng7FKKz/z Q9cieHCZqLIX/CPqjJ6e6w== 0001209191-08-056464.txt : 20081015 0001209191-08-056464.hdr.sgml : 20081015 20081015160636 ACCESSION NUMBER: 0001209191-08-056464 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081007 FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GOODYEAR TIRE & RUBBER CO /OH/ CENTRAL INDEX KEY: 0000042582 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 340253240 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 BUSINESS PHONE: 2167962121 MAIL ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McClellan Stephen R CENTRAL INDEX KEY: 0001447779 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01927 FILM NUMBER: 081125109 BUSINESS ADDRESS: BUSINESS PHONE: (330) 796-2121 MAIL ADDRESS: STREET 1: 1144 EAST MARKET STREET CITY: AKRON STATE: OH ZIP: 44316 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2008-10-07 0 0000042582 GOODYEAR TIRE & RUBBER CO /OH/ GT 0001447779 McClellan Stephen R 1144 EAST MARKET STREET AKRON OH 44316 0 1 0 0 Pres., NAT Consumer Business Common Stock 428 I 401(k) Plan 1997 Plan Option 57.25 1999-11-30 2008-11-30 Common Stock 1160 D 1997 Plan Option 32.00 2000-12-06 2009-12-06 Common Stock 1840 D 1997 Plan Option 32.00 2000-12-06 2009-12-06 Common Stock 736 D 1997 Plan Option 17.68 2001-12-04 2010-12-04 Common Stock 1840 D 1997 Plan Option 22.05 2002-12-03 2011-12-03 Common Stock 3920 D 2002 Plan Option 6.81 2004-12-02 2013-12-02 Common Stock 4000 D 2002 Plan Option 12.54 2005-12-09 2014-12-09 Common Stock 3900 D 2002 Plan Option 12.54 2005-12-09 2014-12-09 Common Stock 5200 D 2005 Plan Option 17.15 2006-12-06 2015-12-06 Common Stock 4500 D 2005 Plan Option 24.71 2008-02-27 2017-02-27 Common Stock 4500 D 2005 Plan Option 26.74 2009-02-21 2018-02-21 Common Stock 3932 D 2005 Plan Performance Units Common Stock 5400 D 2005 Plan Performance Units Common Stock 5400 D 2005 Plan Performance Units Common Stock 4718 D Total number of shares of Common Stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, a 401(k) Plan (the "Savings Plan"), as of the date of this statement as reported by the Plan Trustee. The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee. Non-Qualified Stock Option in respect of shares of Common Stock granted under the 1997 Performance Incentive Plan of The Goodyear Tire & Rubber Company. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. Incentive Stock Option in respect of shares of Common Stock granted under the 1997 Performance Incentive Plan of The Goodyear Tire & Rubber Company. Non-Qualified Stock Option in respect of shares of Common Stock granted under the 2002 Performance Plan of The Goodyear Tire & Rubber Company. Incentive Stock Option in respect of shares of Common Stock granted under the 2002 Performance Plan of The Goodyear Tire & Rubber Company. Non-Qualified Stock Option in respect of shares of Common Stock granted under the 2005 Performance Plan of The Goodyear Tire & Rubber Company. Performance Unit Grant of a maximum of 10,800 Units (200% of the base number of Units) granted on February 22, 2006 under the 2005 Performance Plan, contingently payable (to the extent earned) at the rate of 50% in shares of Common Stock, 50% in cash, in February 2009. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the Common Stock portion and/or the cash portion of the grant earned. The grantee may elect to receive payment of amounts deferred in shares of Common Stock, cash or a combination thereof. The number of Units paid, which can be zero to 10,800 Units, depends 50% on the attainment of a cumulative net income target and 50% on the attainment of a cumulative cash flow target over the 3-year period ending December 31, 2008. A maximum of 5,400 shares of Common Stock may be awarded in respect of the Units granted, plus any Common Stock equivalents earned during the deferral period. Performance Unit Grant of a maximum of 10,800 Units (200% of the base number of Units) granted on February 27, 2007 under the 2005 Performance Plan, contingently payable (to the extent earned) at the rate of 50% in shares of Common Stock, 50% in cash, in February 2010. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the Common Stock portion and/or the cash portion of the grant earned. The grantee may elect to receive payment of amounts deferred in shares of Common Stock, cash or a combination thereof. The number of Units paid, which can be zero to 10,800 Units, depends 50% on the attainment of a cumulative net income target and 50% on the attainment of a cumulative cash flow target over the 3-year period ending December 31, 2009. A maximum of 5,400 shares of Common Stock may be awarded in respect of the Units granted, plus any Common Stock equivalents earned during the deferral period. Performance Unit Grant of a maximum of 9,436 Units (200% of the base number of Units) granted on February 21, 2008 under the 2005 Performance Plan, contingently payable (to the extent earned) at the rate of 50% in shares of Common Stock, 50% in cash, in February 2011. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the Common Stock portion and/or the cash portion of the grant earned. The grantee may elect to receive payment of amounts deferred in shares of Common Stock, cash or a combination thereof. The number of Units paid, which can be zero to 9,436 Units, depends 50% on the attainment of a cumulative net income target and 50% on the attainment of a cumulative cash flow target over the 3-year period ending December 31, 2010. A maximum of 4,718 shares of Common Stock may be awarded in respect of the Units granted, plus any Common Stock equivalents earned during the deferral period. /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 3 on behalf of Stephen R McClellan pursuant to a Power of Attorney dated 10/9/08, a copy of which is filed herewith. 2008-10-15 EX-24.3_259717 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS, that the undersigned, Stephen R McClellan, hereby constitutes and appoints C Thomas Harvie, Bertram Bell and Anthony E Miller, and each of them, his true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned Securities and Exchange Commission Forms 3, 4 and 5 for filing from time to time with the Securities and Exchange Commission pursuant to and in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations promulgated from time to time thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the timely filing of any and all Forms 3, 4 and 5 which are required to be filed, or which would be appropriately filed, by the undersigned with the United States Securities and Exchange Commission, the New York Stock Exchange and any other authority in order to comply with Section 16 of the Act; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact and agents, or any of them, may be of benefit to, in the best interest of, or legally required by, the undersigned; it being understood that each document executed by any such attorney-in-fact and agent on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact and agent may, in the exercise of his sole discretion, approve. The undersigned hereby grants to each such attorney-in-fact and agent full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done, in the exercise of any of the rights and powers herein granted; and the undersigned hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with, or any other liability under, Section 16 of the Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 9th day of October, 2008. /s/ Stephen R McClellan --------------------------- Stephen R McClellan -----END PRIVACY-ENHANCED MESSAGE-----