Bradley E. Hughes - 07 Jun 2021 Form 4 Insider Report for COOPER TIRE & RUBBER CO

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, The Goodyear Tire & Rubber Company ("Goodyear") acquired Cooper Tire & Rubber Company ("Cooper Tire") in a merger transaction (the "Merger") which became effective on June 7, 2021. At the effective time of the Merger (the "Effective Time"), each share of Cooper Tire's common stock, par value of $1.00 per share converted into the right to receive (A) $41.75 in cash, without interest, and (B) 0.907 of a share of Goodyear common stock, no par value ("Merger Consideration"). On June 7, 2021, the closing price for Goodyear common stock was $19.39.

Footnote F2

Includes dividend equivalents earned since last report.

Footnote F3

Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.

Footnote F4

Pursuant to the Merger Agreement, each outstanding RSU converted at the Effective Time into a right to receive the Merger Consideration.

Footnote F5

Reflects performance stock units ("PSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.

Footnote F6

Pursuant to the Merger Agreement, outstanding PSUs converted at the Effective Time into a right to receive Merger Consideration as follows: (A) for PSUs notionally earned for measurement periods completed prior to the Effective Time but not yet settled, based on the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods; and (B) for PSUs for a measurement period that had begun but was not complete as of the Effective Time (and which PSUs had not been notionally earned prior to the Effective Time), based on the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the Effective Time as compared to the number of days in the entire measurement period.

Footnote F7

Pursuant to the Merger Agreement, each of these stock options, which were fully vested and exercisable, converted at the Effective Time into the right to receive an amount of cash equal to the product of (A) the number of shares of Cooper Tire common stock subject to such option and (B) the excess of (i) the sum of (x) $41.75 plus (y) the product obtained by multiplying 0.907 by the volume weighted average price of Goodyear common stock for the 10 consecutive trading days ending two trading days prior to the Effective Time ($59.48) over (ii) the applicable exercise price per share of the option.