Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among the Goodyear Tire & Rubber Company, Vulcan Merger Sub Inc., and Cooper Tire & Rubber Company

• Date: 22 February 2021
• Section: Merger Agreements

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

THE GOODYEAR TIRE & RUBBER COMPANY,

VULCAN MERGER SUB INC.,

and

COOPER TIRE & RUBBER COMPANY

dated as of

February 22, 2021

________________

TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1

The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 1

Section 1.4 Effect of the Merger 2 Section 1.5 Restated Certificate of

Incorporation and By-Laws of the Surviving Corporation 2 Section 1.6

Directors and Officers of the Surviving Corporation 2 Section 1.7

Subsequent Actions 2 ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK 2

Section 2.1 Conversion of Securities 2 Section 2.2 Payment; Surrender of

Shares; Stock Transfer Books 3 Section 2.3 Treatment of Company Stock

Plans 7 Section 2.4 Dissenters’ Rights 8 Section 2.5 Adjustments

9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9 Section 3.1

Organization 9 Section 3.2 Authorization; Validity of Agreement; Company

Action 10 Section 3.3 Consents and Approvals; No Violations 11 Section

3.4 Capitalization 11 Section 3.5 SEC Reports and Financial Statements

13 Section 3.6 Absence of Certain Changes 14 Section 3.7 No Undisclosed

Material Liabilities 15 Section 3.8 Compliance with Laws and Orders 15

Section 3.9 Material Contracts 16 Section 3.10 Information Supplied

17 Section 3.11 Litigation 18 Section 3.12 Employee Compensation and

Benefit Plans; ERISA 18 Section 3.13 Labor Matters 20 Section 3.14

Properties 21 Section 3.15 Intellectual Property 22 Section 3.16

Data Privacy 23 Section 3.17 Environmental Laws 24 Section 3.18

Taxes 24 Section 3.19 Opinion of Financial Advisor 25 Section 3.20

Brokers or Finders 25 Section 3.21 State Takeover Statutes 25 Section

3.22 Insurance 25 Section 3.23 Affiliate Transactions 26 Section

3.24 Product Recall 26 Section 3.25 No Other Representations or

Warranties 26 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT

PARTIES 27 Section 4.1 Organization 27 Section 4.2 Authorization;

Validity of Agreement; Necessary Action 28 Section 4.3 Consents and

Approvals; No Violations 28 Section 4.4 Ownership of Company Common Stock

29 Section 4.5 Capitalization 29 i

________________

Page Section 4.6 SEC Reports and Financial Statements 30 Section 4.7

Absence of Certain Changes 31 Section 4.8 No Undisclosed Material

Liabilities 31 Section 4.9 Compliance with Laws and Orders 31 Section

4.10 Employee Compensation and Benefit Plans; ERISA 32 Section 4.11

Harassment, Misconduct or Discrimination 33 Section 4.12 Information

Supplied 33 Section 4.13 Availability of Funds 33 Section 4.14 No

Prior Activities 34 Section 4.15 Litigation 34 Section 4.16 Solvency

35 Section 4.17 Taxes 35 Section 4.18 No Vote of Parent Stockholders

35 Section 4.19 Brokers or Finders 35 Section 4.20 Product Recall 35

Section 4.21 No Other Representations or Warranties 36 ARTICLE V COVENANTS

36 Section 5.1 Interim Operations of the Company and Parent 36 Section

5.2 No Solicitation by the Company 41 ARTICLE VI ADDITIONAL AGREEMENTS

45 Section 6.1 Preparation of Proxy Statement 45 Section 6.2

Stockholders Meeting 46 Section 6.3 Reasonable Best Efforts 47 Section

6.4 Notification of Certain Matters 49 Section 6.5 Access;

Confidentiality 49 Section 6.6 Publicity 50 Section 6.7

Indemnification; Directors’ and Officers’ Insurance 50 Section 6.8 Parent

and Company Compliance 52 Section 6.9 Employee Matters 52 Section 6.10

Merger Sub Approval 54 Section 6.11 Financing 54 Section 6.12

Takeover Statutes 58 Section 6.13 Director Resignations 58 Section

6.14 Stockholder Litigation 58 Section 6.15 Coordination of Quarterly

Dividends 58 Section 6.16 Stock Exchange Listing 59 Section 6.17

Stock Exchange Delisting; Deregistration 59 Section 6.18 Treatment of

Company Indebtedness 59 Section 6.19 Conduct of Joint Ventures 60

ARTICLE VII CONDITIONS 60 Section 7.1 Conditions to Each Party’s

Obligation to Effect the Merger 60 Section 7.2 Conditions to Obligations

of the Parent Parties 61 Section 7.3 Conditions to Obligations of the

Company 62 Section 7.4 Frustration of Closing Conditions 62 ARTICLE

VIII TERMINATION 62 Section 8.1 Termination 62 Section 8.2 Effect of

Termination; Financing Sources 64 ii

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Page ARTICLE IX MISCELLANEOUS 66 Section 9.1 Amendment and Waivers

66 Section 9.2 Non-survival of Representations and Warranties 66 Section

9.3 Expenses 66 Section 9.4 Notices 66 Section 9.5 Counterparts

68 Section 9.6 Entire Agreement; No Third Party Beneficiaries 68 Section

9.7 Severability 68 Section 9.8 Governing Law 68 Section 9.9

Assignment 69 Section 9.10 Specific Performance 69 Section 9.11

WAIVER OF JURY TRIAL 70 ARTICLE X DEFINITIONS; INTERPRETATION 70 Section

10.1 Cross References 70 Section 10.2 Certain Terms Defined 73

Section 10.3 Other Definitional and Interpretative Provisions 81

Annex A – Form of Certificate of Incorporation of the Surviving Corporation

iii

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2021,

by and among The Goodyear Tire & Rubber Company, a corporation organized under

the Laws of Ohio (“Parent”), Vulcan Merger Sub Inc., a corporation organized

under the Laws of Delaware and a wholly owned Subsidiary of Parent (“Merger

Sub”, together with Parent, the “Parent Parties”), and Cooper Tire & Rubber

Company, a corporation organized under the Laws of Delaware (the “Company”).

RECITALS

WHEREAS, the respective boards of directors of the Parent Parties and the

Company each have approved, and in the case of the Company and Merger Sub deem

it advisable and in the best interests of their respective stockholders to

consummate, the acquisition of the Company by Parent by means of a merger of

Merger Sub with and into the Company upon the terms and subject to the

conditions set forth in this Agreement, whereby each issued and outstanding

share of the Common Stock, par value 1.00 per share, of the Company (“Company

Common Stock” and such issued and outstanding shares of the Company Common

Stock, collectively, the “Shares”), other than Shares owned by Parent, Merger

Sub or the Company or any of their respective direct or indirect wholly owned

Subsidiaries, any Shares held in the treasury of the Company and any Dissenting

Shares, will be converted into the right to receive the Merger Consideration.

WHEREAS, Merger Sub is a wholly owned Subsidiary of Parent, and Parent owns all

of the issued and outstanding stock of Merger Sub.

NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants and agreements set forth in this

Agreement, the receipt and sufficiency of which are hereby acknowledged, upon

the terms and subject to the conditions of this Agreement, the parties to this

Agreement agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger. Upon the terms and subject to the conditions of this

Agreement and in accordance with the General Corporation Law of the State of

Delaware, as amended (the “DGCL”), at the Effective Time, Merger Sub will be