Filed by Bowne Pure Compliance





Exhibit 10.1




WOLVERINE WORLD WIDE, INC.




1993 STOCK INCENTIVE PLAN




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the 1993 STOCK INCENTIVE
PLAN (the “Plan”) for its corporate, divisional, and Subsidiary officers and other key employees.
The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.



1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key
management employees of the Company, its divisions, and its Subsidiaries with an increased
incentive to make significant and extraordinary contributions to the long-term performance and
growth of the Company and its Subsidiaries, to join the interests of officers and key employees
with the interests of the Company’s stockholders through the opportunity for increased stock
ownership, and to attract and retain officers and key employees of exceptional ability. The Plan is
further intended to provide flexibility to the Company in structuring long-term incentive
compensation to best promote the foregoing objectives.



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 “Change in Control” means (a) the sale, lease, exchange, or other transfer of
substantially all of the Company’s assets (in one transaction or in a series of related
transactions) to, or the merger or consolidation of the Company with, a corporation that is not
controlled by the Company; or (b) a change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation l4A promulgated
under the Act: provided that, without limitation, such a change in control shall be deemed to have
occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act),
other than a Subsidiary or any employee benefit plan of the Company or a Subsidiary or any entity
holding Common Stock pursuant to the terms of any such employee benefit plan, is or becomes the
beneficial owner (as defined in Rule l3(d)-3 under the Act), directly or indirectly, of securities
of the Company representing twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding securities; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority of the Board, unless the election, or nomination for
election by the Company’s stockholders, of each new director was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were directors at the beginning of the
period.


 


 









 






2.4 “Code” means the Internal Revenue Code of 1986, as amended.



2.5 “Committee” means the Compensation Committee of the Board or such other committee as the
Board shall designate to administer the Plan. The Committee shall consist of at least two members
of the Board, and all of its members shall be “disinterested persons” as defined in Rule 16b-3
under the Act.




2.6 “Common Stock” means the Common Stock of the Company, par value $1 per share.



2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and
assigns.



2.8 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock
Award to a Participant pursuant to the Plan.



2.9 “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.



2.10 “Participant” means a corporate officer, divisional officer, or other key employee of the
Company, its divisions, or its Subsidiaries who the Committee determines is eligible to participate
in the Plan and who is designated to be granted an Incentive Award under the Plan.



2. 11 “Restricted Period” means the period of time during which Restricted Stock awarded under
the Plan is subject to restrictions. The Restricted Period may differ among Participants and may
have different expiration dates with respect to shares of Common Stock covered by the same
Incentive Award.



2.12 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of
the Plan.



2.13 “Retirement” means the voluntary termination of all employment by a Participant after the
Participant has attained 60 years of age, or such other age as shall be determined by the Committee
in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other
grant document with respect to a Participant and a particular Incentive Award.



2.14 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section
7 of the Plan.



2.15 “Stock Option” means the right to purchase Common Stock at a stated price for a specified
period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option
within the meaning of Section 422(b) of the Code or a nonqualified stock option.


 


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2.16 “Subsidiary” means any corporation or other entity of which fifty percent (50%) or more
of the outstanding voting stock or voting ownership interest is directly or indirectly owned or
controlled by the Company or by one or more Subsidiaries of the Company.



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 shall have full power and
authority to supervise the administration of the Plan. All determinations, interpretations, and
selections made by the Committee regarding the Plan shall be final and conclusive. The Committee
shall hold its meetings at such times and places as it deems advisable. Action may be taken by a
written instrument signed by a majority of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting duly called and held. 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 to Participants. In accordance with and subject to the
provisions of the Plan, the Committee shall have the authority to determine all provisions of
Incentive Awards as the Committee may deem necessary or desirable and as are consistent with the
terms of the Plan, including, without limitation, the following: (a) the persons who shall be
selected as Participants; (b) the nature and extent of the Incentive Awards to be made to each
Participant (including the number of shares of Common Stock to be subject to each Incentive Award,
any exercise price, the manner in which an Incentive Award will vest or become exercisable, and the
form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be
granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to
which payment or vesting of Incentive Awards may be subject.



3.3 Amendments or Modifications of Awards. The Committee shall have the authority to
amend or modify the terms of any outstanding Incentive Award 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 an Incentive Award not already subject to Section 409A of the Code to become
subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive
Award subject to Section 409A of the Code, including, without limitation, the authority to: (a)
modify the number of shares or other terms and conditions of an Incentive Award; provided that any
increase in the number of shares of an Incentive Award 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 an Incentive Award to a date that is no later than the
earlier of the latest date upon which the Incentive Award could have expired by its terms under any
circumstances or the 10th 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) accelerate the exercisability or vesting
or otherwise terminate any restrictions relating to an Incentive Award; (d) accept the surrender of
any outstanding Incentive Award or (e) to the extent not previously exercised or vested, authorize
the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided,
however, that such grant of new Incentive Awards shall be considered to be a new grant for purposes
of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new
grant.


 


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3.4 Indemnification of Committee Members. Each person who is or shall have been a
member of the Committee 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 of the
Plan, a maximum of 350,000 shares of Common Stock (not including any adjustments occurring before
the date of this amendment pursuant to Section 4.2) shall be available for Incentive Awards under
the Plan. Such shares shall be authorized and may be either unissued or treasury shares.



4.2 Adjustments. If the number of shares of Common Stock outstanding changes by
reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination,
exchange of shares, or any other change in the corporate structure or shares of the Company, the
number and kind of securities subject to and reserved under the Plan, together with applicable
exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to
the Plan, and any fractional shares resulting from adjustments shall be eliminated from the
respective Incentive Awards, with an appropriate cash adjustment for the value of any Incentive
Awards eliminated. If an Incentive Award is cancelled, surrendered, modified, exchanged for a
substitute Incentive Award, or expires or terminates during the term of the Plan but prior to the
exercise or vesting of the Incentive Award in full, the shares subject to but not delivered under
such Incentive Award shall be available for other Incentive Awards.



SECTION 5




Stock Options




5.1 Grant. A Participant may be granted one or more Stock Options under the Plan.
Stock Options shall be subject to such terms and conditions, consistent with the other provisions
of the Plan, as may be determined by the Committee in its sole discretion. In addition, the
Committee may vary, among Participants and among Stock Options granted to the same Participant, any
and all of the terms and conditions of the Stock Options granted under the Plan. The Committee
shall have complete discretion in determining the number of Stock Options granted to each
Participant. The Committee may designate whether or not a Stock Option is to be considered an
incentive stock option as defined in Section 422(b) of the Code.


 


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5.2 Stock Option Agreements. Stock Options shall be evidenced by Stock Option
agreements containing such terms and conditions, consistent with the provisions of the Plan, as the
Committee shall from time to time determine. Unless a Stock Option agreement provides otherwise,
Stock Options shall be subject to the terms and conditions set forth in this Section.



5.3 Stock Option Price. The per share Stock Option price shall be determined by the
Committee; provided, however, that the per share Stock Option price shall be equal to or greater
than one hundred percent (100%) of the Market Value on the date of grant.



5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant
to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in
shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. To the extent any such amendment would 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, the time and terms of
payment may be amended with the consent of a Participant before or after exercise of a Stock
Option, but such amendment shall not reduce the Stock Option price. The Committee may from time to
time authorize payment of all or a portion of the Stock Option price in the form of a promissory
note or installments according to such terms as the Committee may approve. The Board may restrict
or suspend the power of the Committee to permit such loans and may require that adequate security
be provided.



5.5 Stock Options Granted to Ten Percent Stockholders. No Stock Option granted to any
Participant who at the time of such grant owns, together with stock attributed to such Participant
under Section 424(d) of the Code, more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive
stock option, unless such Stock Option provides an exercise price equal to at least one hundred ten
percent (110%) of the Market Value of the Common Stock and the exercise of the Stock Option after
the expiration of five years from the date of grant of the Stock Option is prohibited by its terms.



5.6 Limits on Exercisability. Stock Options shall be exercisable for such periods as
may be fixed by the Committee, not to exceed 10 years from the date of grant. At the time of the
exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must
represent to the Company that the shares are being acquired for
investment and not with a view to the distribution thereof. The Committee may in its discretion
require a Participant to continue the Participant’s service with the Company and its Subsidiaries
for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such
delayed vesting provisions. No Stock Option issued to officers and employees subject to Section 16
of the Act shall be exercisable during the first six months of its term.


 


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5.7 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents or unless the Stock
Option agreement or grant provide otherwise: (i) no Stock Options granted under the Plan
may be sold, exchanged, transferred, pledged, assigned, or other wise alienated or
hypothecated except by will or the laws of descent and distribution; and (ii) all Stock
Options granted to a Participant shall be exercisable during the Participant’s lifetime
only by such Participant, his guardian, or legal representative.




(b) Other Restrictions. The Committee may impose other restrictions on any
 shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan
as the Committee deems advisable, including, without limitation, restrictions under
applicable federal or state securities laws.




5.8 Termination of Employment or Officer Status.




(a) General. If a Participant ceases to be employed by or an officer of the
Company or one of its Subsidiaries for any reason other than the Participant’s death,
disability, Retirement, or termination for cause, the Participant may exercise his Stock
Options only for a period of three months after such termination of employment or officer
status, but only to the extent the Participant was entitled to exercise the Stock Options
on the date of termination, unless the Committee otherwise consents or the terms of the
Stock Option agreement or grant provide otherwise. For purposes of the Plan, the following
shall not be deemed a termination of employment or officer status: (i) a transfer of an
employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in
writing by the Company, for military service or for any other purpose approved by the
Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in
excess of 90 days, duly authorized in writing by the Company, provided that the employee’s
right to reemployment is guaranteed either by statute or contract; or (iv) a termination of
employment with continued service as an officer.




(b) Death. If a Participant dies either while an employee or officer of the
Company or one of its Subsidiaries or after the termination of employment other than for
cause but during the time when the Participant could have exercised a Stock Option under
the Plan, the Stock Option issued to such Participant shall be exercisable by the personal
representative of such Participant or other successor to the interest of the Participant
for one year after the Participant’s death, but only to the extent that the Participant was
entitled to exercise the Stock Option on the date of death or termination of employment,
whichever first
occurred, unless the Committee otherwise consents or the terms of the Stock Option
agreement or grant provide otherwise.




(c) Disability. If a Participant ceases to be an employee or officer of the
Company or one of its Subsidiaries due to the Participant’s disability, the Participant may
exercise a Stock Option for a period of one year following such termination of employment,
but only to the extent that the Participant was entitled to exercise the Stock Option on
the date of such event, unless the Committee otherwise consents or the terms of the Stock
Option agreement or grant provide otherwise.


 


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(d) Participant Retirement. If a Participant Retires as an employee or
officer of the Company or one of its Subsidiaries, any Stock Option granted under the Plan
may be exercised during the remaining term of the Stock Option, unless the terms of the
Stock Option agreement or grant provide otherwise.




(e) Termination for Cause. If a Participant is terminated for cause, the
Participant shall have no further right to exercise any Stock Option previously granted.



SECTION 6




Restricted Stock




6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted
Stock shall be subject to such terms and conditions, consistent with the other provisions of the
Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such
restrictions or conditions, consistent with the provisions of the Plan, to the vesting of
Restricted Stock as it deems appropriate.



6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by
Restricted Stock agreements containing such terms and conditions, consistent with the provisions of
the Plan, as the Committee shall from time to time determine. Unless a Restricted Stock agreement
provides otherwise, Restricted Stock Awards shall be subject to the terms and conditions set forth
in this Section 6.




6.3 Termination of Employment or Officer Status.




(a) General. In the event of termination of employment or officer status
during the Restricted Period for any reason other than death, disability, Retirement, or
termination for cause, then any shares of Restricted Stock still subject to restrictions at
the date of such termination shall automatically be forfeited and returned to the Company;
provided, however, that in the event of a voluntary or involuntary termination of the
employment or officer status of a Participant by the Company, the Committee may, in its
sole discretion, waive the automatic forfeiture of any or all such shares of Restricted
Stock and/or may add such new restrictions to such shares of Restricted Stock as it deems
appropriate. For purposes of the Plan, the following shall not be deemed a termination of
employment or officer status: (i) a transfer of an employee from the Company to any
Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for
military service or for any other purpose approved by the Company if the period of such
leave does not exceed 90 days; (iii) a leave of absence in
excess of 90 days, duly authorized in writing by the Company, provided that the employee’s
right to reemployment is guaranteed either by statute or contract; and (iv) a termination
of employment with continued service as an officer.


 


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(b) Death, Retirement Disability. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement or grant provide otherwise, in the event
a Participant terminates his employment with the Company because of death, disability, or
Retirement during the Restricted Period, the restrictions applicable to the shares of
Restricted Stock shall terminate automatically with respect to that number of shares
(rounded to the nearest whole number) equal to the total number of shares of Restricted
Stock granted to such Participant multiplied by the number of full months that have elapsed
since the date of grant divided by the maximum number of full months of the Restricted
Period. All remaining shares shall be forfeited and returned to the Company; provided,
however, that the Committee may, in its sole discretion, waive the restrictions remaining
on any or all such remaining shares of Restricted Stock either before or after the death,
disability, or Retirement of the Participant.




(c) Termination for Cause. If a Participant’s employment is terminated for
cause, the Participant shall have no further right to exercise or receive any Restricted
Stock, and all Restricted Stock still subject to restrictions at the date of such
termination shall automatically be forfeited and returned to the Company.




6.4 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents or unless the terms of
the Restricted Stock agreement or grant provide otherwise: (i) shares of Restricted Stock
shall not be sold, exchanged, transferred, pledged, assigned, or otherwise alienated or
hypothecated during the Restricted Period except by will or the laws of descent and
distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant
under the Plan shall be exercisable during the Participant’s lifetime only by such
Participant, his guardian, or legal representative.




(b) Other Restrictions. The Committee may impose other restrictions on any
 shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as
the Committee deems advisable, including, without limitation, restrictions under applicable
federal or state securities laws.




6.5 Legending of Restricted Stock. Any certificates evidencing shares of
Restricted Stock awarded pursuant to the Plan shall bear the following legend:




The shares represented by this certificate were issued subject to certain restrictions
under the Wolverine World Wide, Inc. 1993 Stock Incentive Plan (the “Plan”). A copy of the
Plan is on file in the office of the Secretary of the Company. This certificate is held
subject to the terms and conditions contained in a restricted stock agreement that includes
a prohibition against the sale or transfer of the stock represented by this certificate
except in compliance with that agreement, and that provides for forfeiture upon certain
events.



6.6 Representations and Warranties. A Participant who is awarded Restricted Stock
shall represent and warrant that the Participant is acquiring the Restricted Stock for the
Participant’s own account and investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or distribute such Restricted Stock
after the Restricted Period except upon such conditions as the Company may reasonably specify to
ensure compliance with federal and state securities laws.


 


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6.7 Rights as a Stockholder. A Participant shall have all voting, dividend,
liquidation, and other rights with respect to Restricted Stock held of record by such Participant
as if the Participant held unrestricted Common Stock; provided, however, that the unvested portion
of any award of Restricted Stock shall be subject to any restrictions on transferability or risks
of forfeiture imposed pursuant to subsections 6. 1 and 6.4 of the Plan. Unless the Committee
otherwise determines or unless the terms of the Restricted Stock agreement or grant provide
otherwise, any noncash dividends or distributions paid with respect to shares of unvested
Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or
distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later
than the end of the calendar year in which the dividends are paid to stockholders, or, if later,
the 15th day of the third month following the date the dividends are paid to
stockholders.



SECTION 7




Stock Awards




7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan in
lieu of, or as payment for, the rights of a Participant under any other compensation plan, policy,
or program of the Company or its Subsidiaries. Stock Awards shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be determined by the Committee
in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to
Stock Awards shall be issued no later than the 15th day of the third month after the end
of the calendar year in which the award is granted.



7.2 Rights as a Stockholder. A Participant shall have all voting, dividend.
liquidation, and other rights with respect to shares of Common Stock issued to the Participant as a
Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common
Stock granted pursuant to such Stock Awards; provided, however, that the Committee may impose such
restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it
deems appropriate. Any dividend payment with respect to Stock Awards shall be made no later than
the end of the calendar year in which the dividends are paid to stockholders, or, if later, the
15th day of the third month following the date the dividends are paid to stockholders.



SECTION 8




Change in Control




8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then,
unless the Committee or the Board otherwise determines with respect to one or more Incentive
Awards, without action by the Committee or the Board (a) all
outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable
during the remaining term thereof, regardless of whether the Participants to whom such Stock
Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b)
all other outstanding Incentive Awards shall become immediately fully vested and nonforfeitable.


 


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8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall
occur, then the Committee, in its sole discretion, and without the consent of any Participant
affected thereby, may determine that some or all Participants holding outstanding Stock Options
shall receive, with respect to some or all of the shares of Common Stock subject to such Stock
Options, as of the effective date of any such Change in Control of the Company, cash in an amount
equal to the greater of the excess of (a) the highest sales price of the shares on the New York
Stock Exchange on the date immediately prior to the effective date of such Change in Control of the
Company or (b) the highest price per share actually paid in connection with any Change in Control
of the Company over the exercise price per share of such Stock Options.



8.3 Limitation on Change in Control Payments. Notwithstanding anything in subsection
8.1 or 8.2 to the contrary, if, with respect to a Participant, the acceleration of the vesting of
an Incentive Award as provided in subsection 8.1 or the payment of cash in exchange for all or part
of a Stock Option as provided in subsection 8.2 (which acceleration or payment could be deemed a
“payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments
that such Participant has the right to receive from the Company or any corporation that is a member
of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section
1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as
defined in Section 280G(b)(2) of the Code), then the payments to such Participant pursuant to
subsection 8.1 or 8.2 shall be reduced to the largest amount as will result in no portion of such
payments being subject to the excise tax imposed by Section 4999 of the Code.



SECTION 9




General Provisions




9.1 No Rights to Awards. No Participant or other person shall have any claim to be
granted any Incentive Award under the Plan, and there is no obligation of uniformity of treatment
of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and
conditions of Incentive Awards of the same type and the determination of the Committee to grant a
waiver or modification of any Incentive Award and the terms and conditions thereof need not be the
same with respect to each Participant.



9.2 Withholding. The Company or a Subsidiary shall be entitled to (a) withhold and
deduct from future wages of a Participant (or from other amounts that may be due and owing to a
Participant from the Company or a Subsidiary), or make other arrangements for the collection of,
all legally required amounts necessary to satisfy any and all federal, state, and local withholding
and employment-related tax requirements attributable to an Incentive Award, including, without
limitation, the grant, exercise, or vesting of, or payment of dividends with respect to, an
Incentive Award or a
disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or
(b) require a Participant promptly to remit the amount of such withholding to the Company before
taking any action with respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received upon exercise or by
delivery to the Company of previously owned Common Stock. The Company may establish such rules and
procedures concerning timing of any withholding election as it deems appropriate to comply with
Rule 16b-3 under the Act.


 


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9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards
granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall
be subject to all applicable laws, rules, and regulations, and to the requirement that if at any
time the Committee shall determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue
or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or
the restrictions on such Incentive Award shall not lapse, unless and until such listing,
registration, qualification, consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.



9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary from adopting or continuing in effect other or additional
compensation arrangements, including the grant of stock options and other stock-based awards, and
such arrangements may be either generally applicable or applicable only in specific cases.



9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The
Company or any Subsidiary may at any time dismiss a Participant from employment, free from any
liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any
written agreement with a Participant.



9.6 Governing Law. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the laws of the State
of Michigan and applicable federal law.



9.7 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of
the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had
not been included.



SECTION 10




Termination and Amendment




The Board may terminate the Plan at any time, or may from time to time amend the Plan as it
deems proper and in the best interests of the Company, provided that without stockholder approval
no such amendment may: (a) materially increase either the benefits to Participants under the Plan
or the number of shares that may be issued under
the Plan; (b) materially modify the eligibility requirements; or (c) impair any outstanding
Incentive Award without the consent of the Participant, except according to the terms of the Plan
or the Incentive Award, and provided further that the Plan may not be amended in any way that
causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board
expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination,
amendment, or modification of the Plan shall become effective with respect to any Incentive Award
previously granted under the Plan without the prior written consent of the Participant holding such
Incentive Award unless such amendment or modification operates solely to the benefit of the
Participant.



SECTION 11




Effective Date and Duration of the Plan




This Plan shall take effect April 27, 1993, subject to approval by the stockholders at the
1993 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of
Stockholders. Unless earlier terminated by the Board of Directors, the Plan shall terminate on
April 26, 2003. No Incentive Award shall be granted under the Plan after such date.



As amended October 9, 2008.




 


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