WOLVERINE WORLD WIDE,
INC.
AMENDED AND RESTATED
DIRECTORS’ STOCK OPTION PLAN
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.
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.
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 and provided such actions do not cause a
Stock Option to become subject to Section 409A of the Code,
unless the Committee expressly determines to make a Stock Option
subject to Section 409A of the Code, including, without
limitation, the authority to: (a) modify the terms and
conditions of a Stock Option; provided, however, that any
modification of the terms and condition of a Stock Option that
increases the number of shares of the Stock Option other than
pursuant to Section 4.2 shall be considered to be a new grant
with respect to such additional shares for purposes of
Section 409A of the Code and such new grant shall be made at
Market Value on the date of grant; (b) extend the term of a
Stock Option to a date that is no later than the earlier of the
latest date upon which the Stock Option could have expired by its
terms under any circumstances or the 10 th anniversary of the date of grant (for purposes
of clarity, as permitted under Section 409A of the Code, if
the term of a Stock Option is extended at a time when the Stock
Option price equals or exceeds the Market Value, it will not be an
extension of the term of the Stock Option, but instead will be
treated as a modification of the Stock Option and a new Stock
Option will be treated as having been granted); (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.
2
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.
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 (not including any adjustments occurring
before the date of this amendment pursuant to Section 4.2)
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 be authorized and may be either unissued
or treasury shares.
(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
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