WOLVERINE WORLD WIDE,
INC.
AMENDED AND RESTATED
1995 STOCK INCENTIVE PLAN
Establishment of Plan; Purpose of
Plan
1.1 Establishment of Plan . The Company
hereby establishes the 1995 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
(i) the failure of the Continuing Directors at any time to
constitute at least a majority of the members of the Board;
(ii) the acquisition by any Person other than an Excluded
Holder of beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Act) of twenty percent (20%) or more of the
outstanding Common Stock or the combined voting power of the
Company’s outstanding securities entitled to vote generally
in the election of directors; (iii) the approval by the
stockholders of the Company of a reorganization, merger or
consolidation, unless with or into a Permitted Successor; or
(iv) the approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company or the sale or
disposition of all or substantially all of the assets of the
Company other than to a Permitted Successor.
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 “Continuing Directors” mean the
individuals constituting the Board as of the date this Plan was
adopted and any subsequent directors whose election or nomination
for election by the Company’s stockholders was approved by a
vote of two-thirds (2/3) of the individuals who are then Continuing
Directors, but specifically excluding any individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as the term is used in Rule 14a-11 of
Regulation 14A promulgated under the Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board.
2.9 “Employee Benefit Plan” means
any plan or program established by the Company or a Subsidiary for
the compensation or benefit of employees of the Company or any of
its Subsidiaries.
2.10 “Excluded Holder” means
(A) any Person who at the time this Plan was adopted was the
beneficial owner of twenty percent (20%) or more of the outstanding
Common Stock or (B) the Company, a Subsidiary or any Employee
Benefit Plan of the Company or a Subsidiary or any trust holding
Common Stock or other securities pursuant to the terms of an
Employee Benefit Plan.
2.11 “Incentive Award” means the
award or grant of a Stock Option, Restricted Stock, or Stock Award
to a Participant pursuant to the Plan.
2.12 “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.
2.13 “Participant” means a corporate
officer, divisional officer, or any 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.
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2.14 “Permitted Successor” means a
corporation which, immediately following the consummation of a
transaction specified in clauses (iii) and (iv) of the
definition of “Change in Control” above, satisfies each
of the following criteria: (A) sixty percent (60%) or more of
the outstanding common stock of the corporation and the combined
voting power of the outstanding securities of the corporation
entitled to vote generally in the election of directors (in each
case determined immediately following the consummation of the
applicable transaction) is beneficially owned, directly or
indirectly, by all or substantially all of the Persons who were the
beneficial owners of the Company’s outstanding Common Stock
and outstanding securities entitled to vote generally in the
election of directors (respectively) immediately prior to the
applicable transaction, (B) no Person other than an Excluded
Holder beneficially owns, directly or indirectly, twenty percent
(20%) or more of the outstanding common stock of the corporation or
the combined voting power of the outstanding securities of the
corporation entitled to vote generally in the election of directors
(for these purposes the term Excluded Holder shall include the
corporation, any Subsidiary of the corporation and any Employee
Benefit Plan of the corporation or any such Subsidiary or any trust
holding common stock or other securities of the corporation
pursuant to the terms of any such Employee Benefit Plan), and
(C) at least a majority of the board of directors is comprised
of Continuing Directors.
2.15
“Person” has the same meaning as set forth in Section
13(d) and 14(d)(2) of the Act.
2.16 “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.
2.17 “Restricted Stock” means Common
Stock awarded to a Participant pursuant to Section 6 of the
Plan.
2.18 “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.
2.19 “Stock Award” means an award of
Common Stock awarded to a Participant pursuant to Section 7 of the
Plan.
2.20 “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.
2.21 “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.
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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 Incentive Awards granted
under the Plan, and shall have full power and authority to
supervise the administration of the Plan and Incentive Awards
granted under 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
500,000 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
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