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Number of
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Date of
Award:
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Performance
Restricted Stock Number:
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Performance
Period:
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PERFORMANCE SHARE AWARD
AGREEMENT
This Performance Share Award Agreement
(“Agreement”) is made as of the award date set forth
above, between WOLVERINE WORLD WIDE, INC., a Delaware corporation
(“Wolverine” or the “Company”), and the
employee named above (“Employee”).
Wolverine World Wide, Inc. has an Amended and
Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan)
that the Compensation Committee of Wolverine’s Board of
Directors (the “Committee”) administers. The Committee
makes long term incentive awards to encourage longer range
strategic planning, cooperation among all the units of the Company,
and executive officers and key management individuals to enter and
continue in the employ of the Company. Wolverine has an Amended and
Restated Stock Incentive Plan of 2005 (the “Plan”) that
also is administered by the Committee, under which the Committee
may award restricted stock as all or part of a long term incentive
award. Both the 3-Year Bonus Plan and the Plan have been approved
by the Company’s shareholders.
The Committee has determined that Employee is
eligible to participate in the Plan for a long term incentive
award. The Committee has awarded to Employee shares of
Wolverine’s common stock subject to terms, conditions and
restrictions contained in this Agreement and in the Plan (the
“Performance Share Award”). Employee acknowledges
receipt of a copy of the Plan and accepts this Performance Share
Award subject to all of those terms, conditions and
restrictions.
1. Award . Wolverine hereby awards to
Employee a number of shares of Wolverine’s common stock, $1
par value, as set forth above (the “Performance Restricted
Stock”). The Performance Restricted Stock is subject to the
restrictions imposed under this Agreement and the Plan
(“Stock Restrictions”). The periods during which
Performance Restricted Stock is subject to the Stock Restrictions
shall be known as “Restricted Periods.” Unless
otherwise determined by the Committee, Employee’s
“Incentive Award” will be the number of shares of
Performance Restricted Stock on which the Stock Restrictions shall
lapse.
2. Transferability . Until the Stock
Restrictions lapse as set forth in section 3 below, the Plan
provides that Performance Restricted Stock is generally not
transferable by Employee except by will or according to the laws of
descent and distribution. The Plan further provides that all rights
with respect to the Performance Restricted Stock are exercisable
during Employee’s lifetime only by Employee, Employee’s
guardian, or legal representative. Wolverine shall place an
appropriate legend upon any certificate representing shares of
Performance Restricted Stock and may also issue appropriate stop
transfer instructions to its transfer agent with respect to such
shares.
3. Lapsing of Restrictions . Except as
otherwise provided in this Agreement or by action of the Committee,
the Stock Restrictions imposed on the Performance Restricted Stock
shall lapse as set forth in Schedule 1.
4.
Registration and Listing; Securities Laws .
(a) The Performance Share Award is
conditioned upon (i) the effective registration or exemption
of the Plan and the Performance Restricted Stock granted there
under the Securities Act of 1933 and applicable state or foreign
securities laws, and (ii) the effective listing of the common
stock on the New York Stock Exchange.
(b) Employee hereby represents and warrants
that Employee is receiving the Performance Restricted Stock for
Employee’s own account and investment and without any intent
to resell or distribute the Performance Restricted Stock. Employee
shall not resell or distribute the Performance Restricted Stock
after any Restricted Period except in compliance with such
conditions as Wolverine may reasonably specify to ensure compliance
with federal and state securities laws.
5.
Termination of Employment Status .
(a) Except
as set forth in subsection (b), Employee:
(i) must be an employee of the Company or
one of its Subsidiaries at the time the Committee certifies the
achievement of the Performance Period performance criteria for the
Stock Restrictions to lapse on any portion of the Performance Share
Award (the performance criteria being Cumulative BVA and Cumulative
EPS, as defined in Schedule 1); and
(ii) shall forfeit the entire Performance
Share Award if, before such certification, Employee’s
employment with Wolverine and its Subsidiaries terminates (the
“Employment Termination”) or the Committee terminates
Employee’s Performance Share Award for the Performance Period
(“Award Termination”).
(b) If the
Employment Termination is:
(1) disability (as defined in
Wolverine’s long-term disability plan);
(2) death;
(3) voluntary termination after Employee
has attained 50 years of age and seven years of service as an
employee of Wolverine or its Subsidiaries, or 62 years of age, or
such other age or years of service as may be determined by the
Committee in its sole discretion; or
(ii) due to such other circumstances as the
Committee in its discretion allows;
then the number
of shares of Performance Restricted Stock on which the Stock
Restrictions lapse at the end of the Performance Period shall be
calculated as set forth in subsection (c) or in such other
manner as the Committee directs. If there is an Award Termination,
the Committee may in its discretion allow the Stock Restrictions to
lapse on some or all of the Performance Restricted Stock,
calculated as set forth in subsection (c) or in such other
manner as the Committee directs.
(c) As soon as reasonably practicable
following the end of the Performance Period, the Committee shall
calculate, as set forth in Schedule 1