WOLVERINE WORLD WIDE,
INC.
AMENDED AND RESTATED
EXECUTIVE LONG-TERM INCENTIVE PLAN
(3-YEAR BONUS PLAN)
Establishment of Plan; Purpose of
Plan
1.1 Establishment of Plan . The Company
hereby establishes the AMENDED AND RESTATED WOLVERINE WORLD WIDE,
INC. EXECUTIVE LONG-TERM INCENTIVE PLAN (3-YEAR BONUS PLAN) (the
“Plan”) for its executive officers and key management
employees. The Plan amends and restates the Wolverine World Wide,
Inc. Amended and Restated Executive Long-Term Incentive Plan
(3-Year 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, over a 3-year period or part thereof.
1.2 Purpose of Plan . The purpose of the
Plan is to encourage longer range strategic planning and not stress
over-dependence on short-term performance which could hinder
long-term increases in stockholder value and/or achievement of a
strategic position and/or advantage in the marketplace, to
encourage cooperation among all the units of the Company to foster
a closer and more cooperative association and sense of teamwork and
to encourage executive officers and key management 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 pursuant to this
Plan shall be contingent upon approval of the Plan by the
stockholders of the Company 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 a bonus
awarded and paid to a Participant for services to the Company
during a 3-year period that is based upon achievement of
pre-established financial objectives by the Company, or a
Subsidiary, operating division or profit center.
2.9 “Market Value” shall equal the
closing market price of shares of common stock of the Company on
the New York Stock Exchange (or any successor exchange that is the
primary stock exchange for trading of common stock of the Company)
on the date of grant or reference, 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
of the Company were traded.
2.10 “Participant” means an
executive officer or key management employee of the Company or its
Subsidiaries who is designated as a Participant for a 3-year
period.
2.11 “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 5.3.
2.12 “Subsidiary” means any
corporation 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.
2.13 “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.
2.14 “Target Bonus” means the bonus
goal established by the Committee for each Participant under
Section 5.2(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 this 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.
2
4.1 Participation . For each 3-year
period, the Committee shall select the executive officers and key
management employees who shall be the Participants for the 3-year
period. The Committee may limit the number of executive officers
and key management employees who will be Participants for a 3-year
period. Executive officers and key management employees shall be
designated as Participants within the first 90 days of any
3-year period; provided, that an officer or key employee who is
first employed by the Company or a Subsidiary during any 3-year
period or who is assigned new duties during any 3-year period 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 3-year period.
4.2 Continuing Participation . Selection
as a Participant for a 3-year period or part thereof by the
Committee is limited to that 3-year period. An eligible executive
officer or key management employee will be a Participant for a
3-year period only if designated as a Participant by the Committee
for such 3-year period.
Performance Goals and
Criteria
5.1 Concept . The primary concept of the
Plan is to establish financial performance goals for each 3-year
time period for the Company. The performance periods are
overlapping, beginning every Fiscal Year and ending 3 full Fiscal
Years later. The Plan provides for the payment of bonuses to
participants based upon the financial performance of the Company
over the 3-year period or part thereof.
5.2 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 Section 5. For each Participant or group of
Participants for each 3-year period or part thereof, the Committee
shall specify:
(a) Target Bonus . A Target Bonus,
expressed as a specified dollar amount or as a percentage of the
Participant’s average annual earned salary;
(b) Incentive Bonus . The Incentive Bonus
levels,
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