EXHIBIT 10.8
WOLVERINE WORLD
WIDE, INC.
AMENDED AND
RESTATED
DIRECTORS' STOCK OPTION PLAN
SECTION 1
Establishment of Plan; Purpose of
Plan
1.1 Establishment of
Plan . The Company hereby establishes the AMENDED AND RESTATED
DIRECTORS' STOCK OPTION PLAN (the "Plan") for its Non-Employee
Directors. The Plan amends and restates the 1994 Directors' Stock
Option Plan previously approved by the stockholders at the 1994
Annual Meeting of Stockholders. The Plan permits the grant of Stock
Options that are nonqualified stock options.
1.2 Purpose of Plan
. The purpose of the Plan is to advance the interests of the
Company and its stockholders by attracting and retaining the
services of experienced and knowledgeable Non-Employee Directors
and to provide additional incentive for such Non-Employee Directors
to continue to promote and work for the best interests of the
Company and its stockholders through continuing ownership of the
Company's Common Stock.
SECTION 2
Definitions
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 "Code" means the
Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the
Compensation Committee of the Board or such other committee as the
Board shall designate to administer the Plan.
2.5 "Common Stock" means
the Common Stock of the Company, par value $1 per share.
2.6 "Company" means
Wolverine World Wide, Inc., a Delaware corporation, and its
successors and assigns.
2.7 "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.
2.8 "Non-Employee
Directors" means directors of the Company who are not also
employees of the Company or any of its subsidiaries; provided, that
the Committee may exclude any Non-Employee Director from
participating in the Plan at any time or from time to time pursuant
to an individual agreement or arrangement with such Non-Employee
Director.
2.9 "Retirement" means the
reaching of (i) mandatory retirement age for a director as
established by the Board, which is currently 72 years of age; or
(ii) such other age or years of service as shall be determined by
the Committee in its sole discretion or as otherwise may be set
forth in the Stock Option agreement or other grant document with
respect to a Non-Employee Director and a particular Stock
Option.
2.10 "Stock Option" means
the right to purchase Common Stock at a stated price for a
specified period of time. For purposes of the Plan, all Stock
Options shall be nonqualified stock options.
SECTION 3
Administration
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 to supervise the administration of the Plan. The Committee may
delegate record keeping, calculation, payment and other ministerial
administrative functions to individuals designated by the
Committee, who may be officers or employees of the Company or its
Subsidiaries. All determinations, interpretations, and selections
made by the Committee regarding the Plan shall be final and
conclusive. 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;
Amendments or Modifications. In accordance with and subject to
the provisions of the Plan, the Committee shall have the authority
to determine the provisions of Stock Options as the Committee may
consider necessary or desirable and as are consistent with the
terms of the Plan. The Committee shall have the authority to amend
or modify the terms of any outstanding Stock Option in any manner,
provided that the amended or modified terms are not prohibited by
the Plan as then in effect, including, without limitation, the
authority to: (a) modify the terms and conditions of a Stock
Option; (b) extend the term of a Stock Option; (c) terminate, waive
or modify any restrictions relating to a Stock Option; and (d)
accept the surrender of any outstanding Stock Option;
provided, that Stock Options issued under the Plan may not
be repriced, replaced, regranted through cancellation or modified
without stockholder approval if the effect of such repricing,
replacement, regrant or modification would be to reduce the
exercise price of then outstanding Stock Options to the same
Non-Employee Directors.
3.3 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 person who is or has been a member
of the Committee, and each person to whom authority is or has been
delegated, 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.
SECTION 4
Shares Subject to the Plan
4.1
Number of Shares . Subject to
adjustment as provided in subsection 4.2, a maximum of 400,000
shares of Common Stock shall be available for Stock Options under
the Plan in addition to any shares previously authorized for
issuance under the Plan, as adopted in 1994, plus shares subject to
Stock Options that are canceled, surrendered, modified, exchanged
for substitute Stock Options or expire or terminate prior to the
exercise or vesting of the Stock Options in full and shares that
are surrendered to the Company in connection with the exercise or
vesting of a Stock Option, whether previously owned or otherwise
subject to such Stock Options. Such shares shall
2
be authorized and may be either unissued or
treasury shares.
4.2 Adjustments
.
(a)
Stock Dividends and Distributions . If the number of shares
of Common Stock outstanding changes by reason of a stock dividend,
stock split, recapitalization or other general distribution of
Common Stock or other securities to holders of Common Stock, the
number and kind of securities subject to Stock Options and reserved
for issuance under the Plan, including, without limitation, the
number of shares to be granted pursuant to subsection 5.1, together
with applicable exercise prices, as well as the number of shares
available for issuance under the Plan, shall be adjusted
appropriately. No fractional shares shall be issued pursuant to the
Plan and any fractional shares resulting from such adjustments
shall be eliminated from the respective Stock Options.
(b)
Other Actions Affecting Common Stock . If there occurs,
other than as described in the preceding subsection, any merger,
business combination, recapitalization, reclassification,
subdivision or combination approved by the Board that would result
in the persons who were stockholders of the Company immediately
prior to the effective time of any such transaction owning or
holding, in l
