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Delaware
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001-04329
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344297750
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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701 Lima Avenue, Findlay,
Ohio
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45840
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(Address
of Principal Executive Offices)
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(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
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·
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A
base salary of $380,000 per year;
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·
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The
opportunity to participate in the Company’s annual incentive plan, with a
target award opportunity of
$228,000;
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·
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The
opportunity to participate in the Company’s Long-Term Incentive Plan, with
a target award opportunity of
$570,000;
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·
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The
opportunity to receive 70,000 restricted stock units, which will vest 25%
per year for four years following the date of
grant;
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·
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A
sign-on bonus of $100,000;
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·
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The
opportunity to participate in the Company’s executive perquisite program
for 2011, which currently provides an annual allowance for a physical
examination and financial planning and tax preparation
services;
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·
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Health
benefits, including medical, prescription drug, dental, vision, and long
term disability insurance, the opportunity to participate in dependent
care spending accounts and a health savings account, and employee and
dependent life insurance and accidental death and dismemberment
insurance;
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·
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The
opportunity to participate in an investment saving plan, with a Company
match, and a profit sharing
opportunity;
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·
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The
opportunity to participate in the Company’s Change-In-Control Severance
Pay Plan;
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·
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Relocation
benefits, which are subject to 100% repayment if Mr. Ostrander voluntarily
terminates his employment for any reason within one year and 50% repayment
if Mr. Ostrander voluntarily terminates his employment for any reason
within 2 years; and
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·
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Other
benefits, including paid vacation, paid holidays and fitness center
membership.
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·
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A
severance payment equal to six months base
salary;
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·
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A
prorated bonus equal to the amount that would have been received had
performance targets been met, payable at the date of normal
distribution;
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·
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Accelerated
vesting of his grant of 70,000 restricted stock units at a rate of 35,000
restricted stock units if such termination occurs during the first year of
his employment and 70,000 restricted stock units if such termination
occurs during the second year of his employment;
and
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·
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Nullification
of any repayment of Mr. Ostrander’s relocation
reimbursement.
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Exhibit
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||
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Number
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Exhibit Description
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10.1
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Offer
Letter executed by Chris E. Ostrander on December 20, 2010
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99.1
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Press
Release dated December 30,
2010
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COOPER
TIRE & RUBBER COMPANY
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||
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By:
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/s/
Jack Jay McCracken
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Name:
Jack Jay McCracken
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Title:
Assistant Secretary
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Date: December
30, 2010
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||
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Exhibit
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Number
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Exhibit Description
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10.1
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Offer
Letter executed by Chris E. Ostrander on December 20,
2010
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99.1
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Press
Release dated December 30,
2010
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