EXHIBIT
10.14
INDEMNIFICATION
AGREEMENT
This Indemnification Agreement is made as of the ____day of
___________, ___, by and between Wolverine World Wide, Inc., a
Delaware Corporation (the "Corporation"), and
___________________________ ("Indemnitee"), a director and/or
officer of the Corporation.
R E
C I T A L
It is essential that the Corporation retain and attract the
most capable persons available as directors and officers. There has
been a substantial increase in corporate litigation that subjects
directors and officers to great personal financial risks.
Directors' and officers' liability insurance, if available at all,
is becoming increasingly expensive and contains many limitations,
deductibles, and exclusions. It is now and has always been the
express policy of the Corporation to indemnify its directors and
officers so as to provide them with the maximum possible protection
permitted by law. In order to provide directors and officers with
the maximum lawful indemnification, the Corporation has determined
and agreed to enter into this Indemnification Agreement with
Indemnitee.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
Section 1
. Definitions . As used in
this Agreement:
(a)
"Expenses" shall mean all costs, expenses and
obligations paid or incurred in connection with investigating,
being a witness in, defending or participating in, or preparing to
litigate, defend, be a witness in or participate in any matter that
is the subject of a Proceeding (as defined below), including
attorneys' and accountants' fees and court costs.
(b)
"Proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, or any inquiry or
investigation, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which Indemnitee may be
or may have been involved as a party or otherwise by reason of the
fact that Indemnitee is or was a director, officer, employee, agent
or fiduciary of the Corporation, or by reason of any action taken
by Indemnitee or any inaction on Indemnitee's part while acting as
a director, officer, employee, agent or fiduciary of the
Corporation, or by reason of the fact that Indemnitee is or was
serving at the request of the Corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust or other enterprise.
(c)
"Resolution Costs" shall include any amount paid in
connection with a Proceeding and in satisfaction of a judgment,
fine, penalty or any amount paid in settlement.
Section 2
. Agreement to
Serve . Indemnitee agrees to serve as a director and/or
officer of the Corporation for so long as Indemnitee is duly
elected or appointed or until the tender of Indemnitee's written
resignation.
Section 3
. Indemnification . The
indemnification provided under this Agreement shall be as
follows:
(a)
The Corporation shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee in
connection with any Proceeding. Additionally, in any Proceeding
other than a Proceeding by or in the right of the Corporation, the
Corporation shall indemnify Indemnitee against all Resolution Costs
actually and reasonably incurred by Indemnitee in connection with
such Proceeding. No indemnification shall be made under this
subsection:
(i) With respect to remuneration
paid to Indemnitee if it shall be determined by a final judgment or
other final adjudication that such remuneration was in violation of
law;
(ii) On account of any suit in
which judgment is rendered against Indemnitee for an accounting of
profits made from the purchase or sale by Indemnitee of securities
of the Corporation pursuant to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal, state, or local law;
(iii) On account of Indemnitee's
conduct which is determined by a final judgment or other final
adjudication to have been knowingly fraudulent, deliberately
dishonest or willful misconduct;
(iv) On account of Indemnitee's
conduct which by a final judgment or other final adjudication is
determined to have been in bad faith, in opposition to best
interests of the Corporation or produced an unlawful personal
benefit;
(v) With respect to a criminal
proceeding if the Indemnitee knew or reasonably should have known
that Indemnitee's conduct was unlawful; or
(vi) If a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
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(b)
In addition to any indemnification provided under
Subsection 3(a) above, the Corporation shall indemnify
Indemnitee against any Expenses or Resolution Costs incurred by
Indemnitee, regardless of the nature of the Proceeding in which
Expenses and/or Resolution Costs were incurred, if such Expenses or
Resolution Costs would have been covered under the directors' and
officers' liability insurance policies in effect on the effective
date of this Agreement or any such insurance policies which become
effective on any subsequent date.
(c)
In addition to any indemnification provided under
Subsections 3(a) and 3(b) above, the Corporation hereby
provides Indemnitee, to the fullest extent allowed by law as
presently or hereafter enacted or interpreted, with indemnification
against any Expenses and/or Resolution Costs incurred by Indemnitee
in connection with any Proceeding. To the extent a change in the
Delaware General Corporation Law (whether by statute or judicial
decision) permits greater indemnification, either by agreement or
otherwise, than presently provided by law or this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.
(d)
Without limiting Indemnitee's right to
indemnification under any other provision of this Agreement, the
Corporation shall indemnify Indemnitee in accordance with the
provisions of this subsection if Indemnitee is a party to or
threatened to be made a party to or otherwise involved in any
Proceeding by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that Indemnitee was or
is a director and/or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all Expenses actually
and reasonably incurred by Indemnitee and any amounts paid by
Indemnitee in settlement of such Proceeding, but only if Indemnitee
acted in good faith in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue or matter as to
which Indemnitee shall have been finally adjudged to be liable to
the Corporation in the performance of his duty to the Corporation,
unless and only to the extent that any court in which such
Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such amounts as such court shall deem
proper.
(e)
Notwithstanding anything in this Agreement to the
contrary, prior to a Change in Control (as hereafter defined),
Indemnitee shall not be entitled to indemnification pursuant to
this Agreement in connection with any Proceeding initiated by
Indemnitee against the Corporation or any director, officer,
employee,
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agent or fiduciary of the Corporation (in such capacity) unless
the Corporation has joined in or consented to the initiation of
such Proceeding.
Section 4
. Payment of
Indemnification .
(a)
Expenses incurred by the Indemnitee and subject to
indemnification under Section 3 above shall be paid directly
by the Corporation or reimbursed to the Indemnitee within two (2)
days after the receipt of a written request of the Indemnitee
providing that Indemnitee undertakes to repay any amount paid or
advanced under this section to the extent that it is ultimately
determined that Indemnitee is not entitled to such
indemnification.
(b)
Except as otherwise provided in Section 4(a)
above, any indemnification under Section 3 above shall be made
no later than thirty (30) days after receipt by the
Corporation of the written request of Indemnitee, unless within
said 30-day period the board of directors, by a majority vote of a
quorum consisting of directors who are not parties to such
Proceeding, determines that the Indemnitee is not entitled to the
indemnification set forth in Section 3 or unless the board of
directors refers the Indemnitee's indemnification request to
independent legal counsel. In cases where there are no directors
who are not parties to the Proceeding, the indemnification request
shall be referred to independent legal counsel. If the
indemnification request is referred to independent legal counsel,
then Indemnitee shall be paid no later than forty-five (45) days
after Indemnitee's initial notice to the Corporation unless within
that time independent legal counsel presents to the board of
directors a written opinion stating in unconditional terms that
indemnification is not allowed under Section 3 of this
Agreement. If a Change in Control (as defined in Section 5)
occurs and results in individuals who were directors prior to the
circumstances giving rise to the Change in Control ceasing for any
reason to constitute a majority of the board of directors, the
above determination, if any, shall be made by independent legal
counsel and not the board of directors. The Corporation agrees to
pay the reasonable fees of the independent legal counsel and to
fully indemnify such counsel against any and all expenses
(including attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement
pursuant thereto. If there has
