On May 27, 2009, Cooper Tire & Rubber Company (the "Company") announced that Philip G. Weaver will retire from his position as Vice President and Chief Financial Officer (Principal Financial Officer) of the Company, effective as of the earlier of December 31, 2009, or the naming by the Company of Mr. Weaver's successor.
In connection with his pending retirement, the Company and Mr. Weaver entered into an Employment Transition Agreement, dated May 27, 2009 (the "Agreement"). The Agreement supersedes in its entirety that certain Amended and Restated 2009 Employment Agreement between the Company and Mr. Weaver, dated December 22, 2008. Under the Agreement, Mr. Weaver shall remain as an employee of the Company through December 31, 2009; however, Mr. Weaver shall relinquish his position as Vice President and Chief Financial Officer (Principal Financial Officer) if his successor is named by the Company prior to December 31, 2009.
Under the Agreement, Mr. Weaver will receive the following benefits upon his retirement from the Company on December 31, 2009:
• a lump sum payment of $545,800 (less applicable tax withholding), no later than January 15, 2010;

• a minimum of $204,000 of his potential Annual Incentive Plan ("AIP") Bonus, which is 100% of the AIP Bonus Target and equal to 50% of Mr. Weaver's base salary, up to a maximum of $408,000 or 200% of the AIP Bonus Target, upon achievement of the requisite performance criteria;

• for purposes of calculating payment under the Long-Term Incentive Plan ("LTIP"), Mr. Weaver shall be considered to have remained an employee until December 31, 2009 (except in the event of Mr. Weaver's death), and all payments thereunder shall be in accordance with LTIP terms and conditions;

• a corporate automobile in accordance with the Company's current vehicle program provisions until the earlier of December 31, 2011, or Mr. Weaver's death; and

• premiums for Mr. Weaver's retiree medical insurance and Company provided life insurance plan until December 31, 2011.

Mr. Weaver's pension benefit under the Spectrum Retirement Plan and any nonqualified deferred compensation plan will be calculated based upon his retirement date of December 31, 2009, except in the case of Mr. Weaver's death prior to such date. In addition, all of Mr. Weaver's stock options, restricted stock units, and performance based stock units will continue to be governed by applicable plan documents, except for stock options granted on April 6, 2009, to purchase 72,000 shares of the Company's common stock, one third of whose vesting shall be accelerated to December 31, 2009. All shares of stock representing restricted stock unit or performance stock unit distributions shall be made within 5 business days following the later of the final determination and approval of the related number of shares to be issued or the vesting date applicable to each pursuant to the terms of the applicable plans and Mr. Weaver's elections thereunder.
In consideration of the Company entering into the Agreement, Mr. Weaver has agreed to confidentiality provisions and a one-year non-compete period following retirement. In addition, in consideration of the receipt of certain benefits upon retirement, Mr. Weaver has agreed to enter into a general release agreement with the Company.
A copy of the Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the Agreement is qualified in its entirety by the full text of the exhibit.

Exhibit No.                                 Description

       10.1      Employment Transition Agreement, dated May 27, 2009, by and
                 between Cooper Tire & Rubber Company and Philip G. Weaver.

      99.1*      Cooper Tire & Rubber Company's Press Release issued May 28, 2009.

* The Press Release is being "furnished"
(not filed) under Item 7.01 of this Current Report on Form 8-K.