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Expiration
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Exercise
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WOLVERINE WORLD WIDE,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
2005 STOCK INCENTIVE PLAN
This Non-qualified Stock Option Agreement (the
“Agreement”) is made as of the Grant Date set forth
above by and between WOLVERINE WORLD WIDE, INC.
(“Wolverine”), and the grantee named above (the
“Grantee”).
The Wolverine World Wide, Inc. 2005 Stock
Incentive Plan (the “Plan”) is administered by the
Compensation Committee of Wolverine’s Board of Directors (the
“Committee”). The Committee has determined that Grantee
is eligible to participate in the Plan. The Committee grants to the
Grantee an option to purchase shares of Wolverine’s common
stock, $1 par value (“Common Stock), from Wolverine. This
option is a non-qualified option and is not an incentive stock
option under Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”). All of the rights of the
Grantee are subject to the terms, conditions and provisions of the
Plan, which are incorporated by reference into this Agreement.
Unless otherwise indicated, all terms used in this Agreement shall
have the meanings given such terms in the Plan.
The Grantee acknowledges receipt of a copy of
the Plan and the Plan Description and accepts this option subject
to all of the terms, conditions and provisions of the Plan, and
subject to the following further conditions:
1.
Price . The price of the shares of Common Stock to be
purchased upon exercise of this option shall be _____ Dollars
(_____) per share (subject to adjustment as provided in the
Plan).
2.
Term and Delayed Vesting . The right to exercise this option
begins on the Grant Date shown above and shall terminate on the
Expiration Date shown above, unless earlier terminated under the
Plan by reason of termination of employment or officer status. The
Grantee’s right to exercise this option shall vest as
follows: one-third of the shares optioned under this
Agreement shall vest at the end of the first, second, and third
year anniversary following the date of this Agreement,
respectively. The Committee may, in its sole discretion,
accelerate vesting of the option at any time before full vesting.
The Grantee shall deliver to Wolverine at the time of payment an
executed notice of exercise in the form of Exhibit A
, which shall be effective upon receipt by the Chief Financial
Officer at Wolverine’s main office, accompanied by full
payment (as set forth below) of the option price. Wolverine will
deliver to the Grantee such shares in certificate or electronic
form; provided, however, that the time of delivery may be
postponed for such period as may be required for Wolverine with
reasonable diligence to comply with any registration requirements
under the Securities Act of 1933, the Securities Exchange Act of
1934, any requirements under any other law or regulation applicable
to the issuance, listing or transfer of such shares, or any
agreement or regulation of the New York Stock Exchange. If the
Grantee fails to accept delivery of and pay for all or any part of
the number of shares specified in the notice upon tender or
delivery of the shares, the Grantee’s right to exercise the
option with respect to such undelivered shares shall
terminate.
3.
Registration and Listing . The stock options
granted under this Agreement are conditional upon (a) the
effective registration or exemption of the Plan, the options
granted under the Plan and the stock to be received upon exercise
of options under the Securities Act of 1933 and applicable state or
foreign securities laws, and (b) the effective listing of the
stock on the New York Stock Exchange and the Pacific
Exchange.
4.
Exercise . Grantee shall exercise this option by giving
Wolverine a written notice of the exercise of this option in the
form of Exhibit A hereto. The notice shall set forth
the number of shares to be purchased. The notice shall be effective
when received by the Chief Financial Officer at Wolverine’s
main office, accompanied by full payment (as set forth below) of
the option price. Wolverine will deliver to Grantee a certificate
or certificates for such shares: provided, however, that the
time of delivery may be postponed for such period as may be
required for Wolverine with reasonable diligence to comply with any
registration requirements under the Securities Act of 1933, the
Securities Exchange Act of 1934, any requirements under any other
law or regulation applicable to the issuance, listing or transfer
of such shares, or any
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