WOLVERINE WORLD WIDE,
INC.
1993 STOCK INCENTIVE PLAN
Establishment of Plan; Purpose of
Plan
1.1 Establishment of Plan . The Company
hereby establishes the 1993 STOCK INCENTIVE PLAN (the
“Plan”) for its corporate, divisional, and Subsidiary
officers and other key employees. The Plan permits the grant and
award of Stock Options, Restricted Stock, and Stock
Awards.
1.2 Purpose of Plan . The purpose of the
Plan is to provide officers and key management employees of the
Company, its divisions, and its Subsidiaries with an increased
incentive to make significant and extraordinary contributions to
the long-term performance and growth of the Company and its
Subsidiaries, to join the interests of officers and key employees
with the interests of the Company’s stockholders through the
opportunity for increased stock ownership, and to attract and
retain officers and key employees of exceptional ability. The Plan
is further intended to provide flexibility to the Company in
structuring long-term incentive compensation to best promote the
foregoing objectives.
The following words have the following meanings
unless a different meaning is plainly required by the
context:
2. 1
“Act” means the Securities Exchange Act of 1934, as
amended.
2.2
“Board” means the Board of Directors of the
Company.
2.3 “Change in Control” means
(a) the sale, lease, exchange, or other transfer of
substantially all of the Company’s assets (in one transaction
or in a series of related transactions) to, or the merger or
consolidation of the Company with, a corporation that is not
controlled by the Company; or (b) a change in control of the
Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation l4A
promulgated under the Act: provided that , without
limitation, such a change in control shall be deemed to have
occurred if (i) any “person” (as such term is used
in Sections 13(d) and 14(d)(2) of the Act), other than a Subsidiary
or any employee benefit plan of the Company or a Subsidiary or any
entity holding Common Stock pursuant to the terms of any such
employee benefit plan, is or becomes the beneficial owner (as
defined in Rule l3(d)-3 under the Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more
of the combined voting power of the Company’s then
outstanding securities; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority of the Board, unless the election, or nomination for
election by the Company’s stockholders, of each new director
was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning
of the period.
2.4
“Code” means the Internal Revenue Code of 1986, as
amended.
2.5 “Committee” means the
Compensation Committee of the Board or such other committee as the
Board shall designate to administer the Plan. The Committee shall
consist of at least two members of the Board, and all of its
members shall be “disinterested persons” as defined in
Rule 16b-3 under the Act.
2.6
“Common Stock” means the Common Stock of the Company,
par value $1 per share.
2.7 “Company” means Wolverine World
Wide, Inc., a Delaware corporation, and its successors and
assigns.
2.8 “Incentive Award” means the
award or grant of a Stock Option, Restricted Stock, or Stock Award
to a Participant pursuant to the Plan.
2.9 “Market Value” shall equal the
closing market price of shares of Common Stock reported on the New
York Stock Exchange (or any successor exchange that is the primary
stock exchange for trading of Common Stock) on the date of grant,
exercise or vesting, as applicable, or if the New York Stock
Exchange (or any such successor) is closed on that date, the last
preceding date on which the New York Stock Exchange (or any such
successor) was open for trading and on which shares of Common Stock
were traded.
2.10 “Participant” means a corporate
officer, divisional officer, or other key employee of the Company,
its divisions, or its Subsidiaries who the Committee determines is
eligible to participate in the Plan and who is designated to be
granted an Incentive Award under the Plan.
2. 11 “Restricted Period” means
the period of time during which Restricted Stock awarded under the
Plan is subject to restrictions. The Restricted Period may differ
among Participants and may have different expiration dates with
respect to shares of Common Stock covered by the same Incentive
Award.
2.12 “Restricted Stock” means Common
Stock awarded to a Participant pursuant to Section 6 of the
Plan.
2.13 “Retirement” means the
voluntary termination of all employment by a Participant after the
Participant has attained 60 years of age, or such other age as
shall be determined by the Committee in its sole discretion or as
otherwise may be set forth in the Incentive Award agreement or
other grant document with respect to a Participant and a particular
Incentive Award.
2.14 “Stock Award” means an award of
Common Stock awarded to a Participant pursuant to Section 7 of the
Plan.
2.15 “Stock Option” means the right
to purchase Common Stock at a stated price for a specified period
of time. For purposes of the Plan, a Stock Option may be either an
incentive stock option within the meaning of Section 422(b) of the
Code or a nonqualified stock option.
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2.16 “Subsidiary” means any
corporation or other entity of which fifty percent (50%) or more of
the outstanding voting stock or voting ownership interest is
directly or indirectly owned or controlled by the Company or by one
or more Subsidiaries of the Company.
3.1 Power and Authority . The Committee
shall administer the Plan, shall have full power and authority to
interpret the provisions of the Plan, and shall have full power and
authority to supervise the administration of the Plan. All
determinations, interpretations, and selections made by the
Committee regarding the Plan shall be final and conclusive. The
Committee shall hold its meetings at such times and places as it
deems advisable. Action may be taken by a written instrument signed
by a majority of the members of the Committee, and any action so
taken shall be fully as effective as if it had been taken at a
meeting duly called and held. The Committee shall make such rules
and regulations for the conduct of its business as it deems
advisable. The members of the Committee shall not be paid any
additional fees for their services.
3.2 Grants or Awards to Participants . In
accordance with and subject to the provisions of the Plan, the
Committee shall have the authority to determine all provisions of
Incentive Awards as the Committee may deem necessary or desirable
and as are consistent with the terms of the Plan, including,
without limitation, the following: (a) the persons who shall
be selected as Participants; (b) the nature and extent of the
Incentive Awards to be made to each Participant (including the
number of shares of Common Stock to be subject to each Incentive
Award, any exercise price, the manner in which an Incentive Award
will vest or become exercisable, and the form of payment for the
Incentive Award); (c) the time or times when Incentive Awards
will be granted; (d) the duration of each Incentive Award; and
(e) the restrictions and other conditions to which payment or
vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards
. The Committee shall have the authority to amend or modify the
terms of any outstanding Incentive Award in any manner, provided
that the amended or modified terms are not prohibited by the Plan
as then in effect and provided such actions do not cause an
Incentive Award not already subject to Section 409A of the
Code to become subject to Section 409A of the Code, unless the
Committee expressly determines to make an Incentive Award subject
to Section 409A of the Code, including, without limitation,
the authority to: (a) modify the number of shares or other terms
and conditions of an Incentive Award; provided that any increase in
the number of shares of an Incentive Award other than pursuant to
Section 4.2 shall be considered to be a new grant with respect
to such additional shares for purposes of Section 409A of the
Code and such new grant shall be made at Market Value on the date
of grant; (b) extend the term of an Incentive Award to a date
that is no later than the earlier of the latest date upon which the
Incentive Award could have expired by its terms under any
circumstances or the 10 th anniversary of the date of grant (for purposes
of clarity, as permitted under Section 409A of the Code, if
the term of a Stock Option is extended at a time when the Stock
Option price equals or exceeds the Market Value, it will not be an
extension of the term of the Stock Option, but instead will be
treated as a modification of the Stock Option and a new Stock
Option will be treated as having been granted); (c) accelerate
the exercisability or vesting or otherwise terminate any
restrictions relating to an Incentive Award; (d) accept the
surrender of any outstanding Incentive Award or (e) to the
extent not previously exercised or vested, authorize the grant of
new Incentive Awards in substitution for surrendered Incentive
Awards; provided, however, that such grant of new Incentive Awards
shall be considered to be a new grant for purposes of
Section 409A of the Code and such new grant shall be made at
Market Value on the date of the new grant.
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3.4 Indemnification of Committee Members
. Each person who is or shall have been a member of the Committee
shall be indemnified and held harmless by the Company from and
against any cost, liability, or expense imposed or incurred in
connection with such person’s or the Committee’s taking
or failing to take any action under the Plan. Each such person
shall be justified in relying on information furnished in
connection with the Plan’s administration by any appropriate
person or persons.
Shares Subject to the
Plan
4.1 Number of Shares . Subject to
adjustment as provided in subsection 4.2 of the Plan, a maximum of
350,000 shares of Common Stock (not including any adjustments
occurring before the date of this amendment pursuant to
Section 4.2) shall be available for Incentive Awards under the
Plan. Such shares shall be authorized and may be either unissued or
treasury shares.
4.2 Adjustments . If the number of shares
of Common Stock outstanding changes by reason of a stock dividend,
stock split, recapitalization, merger, consolidation, combination,
exchange of shares, or any other change in the corporate structure
or shares of the Company, the number and kind of securities subject
to and reserved under the Plan, together with applicable exercise
prices, shall be appropriately adjusted. No fractional shares shall
be issued pursuant to the Plan, and any fractional shares resulting
from adjustments shall be eliminated from the respective Incentive
Awards, with an appropriate cash adjustment for the value of any
Incentive Awards eliminated. If an Incentive Award is cancelled,
surrendered, modified, exchanged for a substitute Incentive Award,
or expires or terminates during the term of the Plan but prior to
the exercise or vesting of the Incentive Award in full, the shares
subject to but not delivered under such Incentive Award shall be
available for other Incentive Awards.
5.1 Grant . A Participant may be granted
one or more Stock Options under the Plan. Stock Options shall be
subject to such terms and conditions, consistent with the other
provisions of the Plan, as may be determined by the Committee in
its sole discretion. In addition, the Committee may vary, among
Participants and among Stock Options granted to the same
Participant, any and all of the terms and conditions of the Stock
Options granted under the Plan. The Committee shall have complete
discretion in determining the number of Stock Options granted to
each Participant. The Committee may designate whether or not a
Stock Option is to be considered an incentive stock option as
defined in Section 422(b) of the Code.
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5.2 Stock Option Agreements . Stock
Options shall be evidenced by Stock Option agreements containing
such terms and conditions, consistent with the provisions of the
Plan, as the Committee shall from time to time determine. Unless a
Stock Option agreement provides otherwise, Stock Options shall be
subject to the terms and conditions set forth in this
Section.
5.3 Stock Option Price . The per share
Stock Option price shall be determined by the Committee; provided,
however, that the per share Stock Option price shall be equal to or
greater than one hundred percent (100%) of the Market Value on the
date of grant.
5.4 Medium and Time of Payment . The
exercise price for each share purchased pursuant to a Stock Option
granted under the Plan shall be payable in cash or, if the
Committee consents, in shares of Common Stock (including Common
Stock to be received upon a simultaneous exercise) or other
consideration substantially equivalent to cash. To the extent any
such amendment would not cause a Stock Option to become subject to
Section 409A of the Code, unless the Committee expressly
determines to make a Stock Option subject to Section 409A of
the Code, the time and terms of payment may be amended with the
consent of a Participant before or after exercise of a Stock
Option, but such amendment shall not reduce the Stock Option price.
The Committee may from time to time authorize payment of all or a
portion of the Stock Option price in the form of a promissory note
or installments according to such terms as the Committee may
approve. The Board may restrict or suspend the power of the
Committee to permit such loans and may require that adequate
security be provided.
5.5 Stock Options Granted to Ten Percent
Stockholders . No Stock Option granted to any Participant
who
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