WOLVERINE WORLD WIDE,
INC.
AMENDED AND RESTATED
EXECUTIVE SHORT-TERM INCENTIVE PLAN
(ANNUAL BONUS PLAN)
Establishment of Plan; Purpose of
Plan
1.1 Establishment of Plan . The Company
hereby establishes the AMENDED AND RESTATED EXECUTIVE SHORT-TERM
INCENTIVE PLAN (ANNUAL BONUS PLAN) (the “Plan”), for
its executive officers, senior corporate and divisional officers
and other key employees. The Plan amends and restates the Wolverine
World Wide, Inc. Amended and Restated Executive Short-Term
Incentive Plan (Annual Bonus Plan) previously approved by the
stockholders at the 2002 Annual Meeting of Stockholders. The Plan
provides for the payment of bonuses to participants based upon the
financial performance of the Company, or a Subsidiary, operating
division or profit center of the Company, in a particular fiscal
year or part thereof.
1.2 Purpose of Plan . The purpose of the
Plan is to motivate Participants to improve the Company’s
profitability and growth by the attainment of carefully planned
goals, promote initiative and cooperation with awards based on
corporate and divisional performance and encourage outstanding
individuals to enter and continue in the employ of the Company.
Within that context, the Plan is intended to provide
performance-based compensation under Section 162(m) of the Code and
shall be interpreted and administered to achieve that
purpose.
1.3 Effective Date . The Plan is
initially effective as of February 8, 2007. Adoption of the
Plan by the Board and payment of Incentive Bonuses for Fiscal Year
2007 shall be contingent upon approval by the stockholders at the
2007 Annual Meeting of Stockholders or any adjournment thereof or
at a Special Meeting of the Stockholders. In the absence of such
approval, this Plan shall be void.
The following terms have the stated definitions
unless a different meaning is plainly required by the
context:
2.1
“Act” means the Securities Exchange Act of 1934, as
amended.
2.2 “Beneficiary” means the
individual, trust or other entity designated by the Participant to
receive any amount payable with respect to the Participant under
the Plan after the Participant’s death. A Participant may
designate or change a Beneficiary by filing a signed designation
with the Committee in a form approved by the Committee. A
Participant’s will is not effective for this purpose. If a
designation has not been completed properly and filed with the
Committee or is ineffective for any other reason, the Beneficiary
shall be the Participant’s Surviving Spouse. If there is no
effective designation and the Participant does not have a Surviving
Spouse, the remaining benefits, if any, shall be paid to the
Participant’s estate.
2.3
“Board” means the Board of Directors of the
Company.
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 2 members and all of its members shall be
“non-employee directors” as defined in Rule 16b-3
issued under the Act and “outside directors” as defined
in the regulations issued under Section 162(m) of the
Code.
2.6 “Company” means Wolverine World
Wide, Inc., a Delaware corporation, and its successors and
assigns.
2.7 “Fiscal Year” means the fiscal
year of the Company for financial reporting purposes as the Company
may adopt from time to time.
2.8 “Incentive Bonus” means an
annual bonus awarded and paid to a Participant for services to the
Company during a Fiscal Year that is based upon achievement of
pre-established performance objectives by the Company, or a
Subsidiary, operating division or profit center.
2.9 “Participant” means an executive
officer, senior corporate or divisional officer or other key
employee of the Company or its Subsidiaries who is designated as a
Participant for a Fiscal Year.
2.10 “Performance” means the level
of achievement by the Company or its Subsidiaries, operating
divisions or profit centers of the financial performance criteria
established by the Committee pursuant to
Section 5.2.
2.11 “Subsidiary” means any company
or other entity of which 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.
2.12 “Surviving Spouse” means the
spouse of the Participant at the time of the Participant’s
death who survives the Participant. If the Participant and spouse
die under circumstances which prevent ascertainment of the order of
their deaths, it shall be presumed for the Plan that the
Participant survived the spouse.
2.13 “Target Bonus” means the bonus
goal established by the Committee for each Participant under
Section 5.1(a).
3.1 Power and Authority . The Plan shall
be administered by the Committee. The Committee may delegate
recordkeeping, calculation, payment and other ministerial or
administrative functions to individuals designated by the
Committee, who may be employees of the Company or its Subsidiaries.
Except as limited in the Plan, the Committee shall have all of the
express and implied powers and duties set forth in the Plan and
shall have full authority and discretion to interpret the Plan and
to make all other determinations deemed necessary or advisable for
the administration of the Plan. 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 as effective as if it had been taken
at a meeting. The Committee may make such other rules for the
conduct of its business and may adopt such other rules, policies
and forms for the administration, interpretation and implementation
of the Plan as it deems advisable. All determinations,
interpretations and selections made by the Committee regarding the
Plan shall be final and conclusive.
3.2 Indemnification of Committee Members
. Neither any member or former member of the Committee nor any
individual to whom authority is or has been delegated shall be
personally responsible or liable for any act or omission in
connection with the performance of powers or duties or the exercise
of discretion or judgment in the administration and implementation
of the Plan. Each individual who is or has been a member of the
Committee, or delegated authority by 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
any act or failure to act under the Plan. Each such individual
shall be justified in relying on information furnished in
connection with the Plan’s administration by any appropriate
person or persons.
4.1 Participation . For each Fiscal Year,
the Committee shall select the executive officers, senior corporate
and divisional officers and other key employees who shall be the
Participants for the Fiscal Year. The Committee may limit the
number of executive officers, senior corporate and divisional
officers and other key employees who will be Participants for a
Fiscal Year. Officers and key employees shall be designated as
Participants within the first 90 days of any Fiscal Year;
provided, that an officer or key employee who is first employed by
the Company or a Subsidiary during the Fiscal Year or who is
assigned new duties during the Fiscal Year may be designated as a
Participant for a performance period commencing on the date the
officer or key employee assumes his or her new duties through the
end of the Fiscal Year.
4.2 Continuing Participation . Selection
as a Participant for a Fiscal Year or part thereof by the Committee
is limited to that Fiscal Year. An eligible executive officer,
senior corporate or divisional officer or key employee will be a
Participant for a Fiscal Year only if designated as a Participant
by the Committee for such Fiscal Year.
2
Performance Goals and
Criteria
5.1 Selection of Criteria . The Committee
shall pre-establish performance goals for each Participant or group
of Participants in the manner and within the time limits specified
in this Secti
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