Filed by Bowne Pure Compliance





Exhibit 10.5




WOLVERINE WORLD WIDE, INC.




STOCK INCENTIVE PLAN OF 2001




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 2001
(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
contribute 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.
The Plan is further intended to provide flexibility to the Company in structuring long-term
incentive compensation to best promote the foregoing objectives. Within that context, it is
intended that most awards of Stock Options under the Plan are to provide performance-based
compensation under Section 162(m) of the Code and the Plan shall be interpreted, administered and
amended if necessary to achieve that purpose.



SECTION 2




Definitions




The following words have the following meanings unless a different meaning plainly is 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,” unless otherwise defined in an Incentive Award, means (a) the failure
of the Continuing Directors at any time to constitute at least a majority of the members of the
Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership
(within the meaning of Rule 13d-3 issued under the Act) of 20% or more of the outstanding Common
Stock or the combined voting power of the Company’s outstanding securities entitled to vote
generally in the election of directors; (c) the approval by the stockholders of the Company of a
reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company
or the sale or disposition of all or substantially all of the assets of the Company other than to a
Permitted Successor.



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



2.5 “Committee” means the Compensation Committee of the Board. The Committee shall consist of
at least 2 members of the Board and all of its members shall be “non-employee directors” as defined
in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued
under Section 162(m) of the Code.


 


 









 






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



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



2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this
Plan was adopted and any subsequent directors whose election or nomination for election by the
Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are
then Continuing Directors, but specifically excluding any individual whose initial assumption of
office occurs as a result of either an actual or threatened solicitation subject to Rule 14a-12(c)
of Regulation 14A issued under the Act or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board.



2.9 “Employee Benefit Plan” means any plan or program established by the Company or a
Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.



2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the
beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary
or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or
other securities pursuant to the terms of an Employee Benefit Plan.



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



2.12 “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.



2.13 “Participant” means a corporate officer, divisional officer or any key employee of the
Company, its divisions or its Subsidiaries who is granted an Incentive Award under the Plan.



2.14 “Permitted Successor” means a company that, immediately following the consummation of a
transaction specified in clauses (c) and (d) of the definition of “Change in Control” above,
satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the
company and the combined voting power of the outstanding securities of the company entitled to vote
generally in the election of directors (in each case determined immediately following the
consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all
or substantially all of the Persons who were the beneficial owners of the Company’s outstanding
Common Stock and outstanding securities entitled to vote generally in the election of directors
(respectively) immediately prior to the applicable transaction; (b) no Person other than an
Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common
stock of the company or the combined voting power of the outstanding
securities of the company entitled to vote generally in the election of directors (for these
purposes the term Excluded Holder shall include the company, any subsidiary of the company and any
employee benefit plan of the company or any such subsidiary or any trust holding common stock or
other securities of the company pursuant to the terms of any such employee benefit plan); and (c)
at least a majority of the board of directors of the company is comprised of Continuing Directors.


 


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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.



2.16 “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.



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



2.18 “Retirement” means the voluntary termination of all employment by a Participant after the
Participant has attained 55 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.



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



2.20 “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.



2.21 “Subsidiary” means any corporation or other entity of which 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. 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.
Except as limited in this Plan or as may be necessary to ensure that this Plan provides
performance-based compensation under Section 162(m) of the Code, the Committee shall have all of
the express and implied powers and duties set forth in the Bylaws of the Company and this Plan,
shall have full power and authority to interpret the provisions of the Plan and Incentive Awards
granted under the Plan and shall have full power and authority to supervise the administration of
the Plan and Incentive Award granted under the Plan and to make all other determinations considered
necessary or advisable for 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
considers 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 considers advisable.


 


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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 consider 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, subject to the limitations set forth in Sections 4.1 and 4.2 of
the Plan, 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 4.3 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, waive or
modify any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding
Incentive Award; and (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 will 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; provided
further, that Incentive Awards 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
Incentive Awards to the same Participants.



3.4 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 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.


 


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SECTION 4




Shares Subject to the Plan




4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, the total
number of shares of Common Stock available for Incentive Awards under the Plan shall be 2,000,000
shares of Common Stock (not including any adjustments occurring before the date of this amendment
pursuant to Section 4.3); plus shares subject to Incentive Awards that are canceled, surrendered,
modified, exchanged for substitute Incentive Awards or expire or terminate prior to the exercise or
vesting of the Incentive Award in full and shares that are surrendered to the Company in connection
with the exercise or vesting of an Incentive Award, whether previously owned or otherwise subject
to such Incentive Award; provided, that not more than 40% of the shares authorized for issuance
under the Plan pursuant to this Section 4.1 may be issued as Restricted Stock or Stock Awards,
combined. Such shares shall be authorized and may be either unissued or treasury shares or shares
repurchased by the Company, including shares purchased on the open market.



4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any calendar
year, Incentive Awards with respect to more than 25% of the total number of shares of Common Stock
available for Incentive Awards under the Plan set forth in Section 4.1 of the Plan for the Plan
Year that includes the greatest number of days contained in such calendar year, subject to
adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to ensure
that the Plan may provide performance-based compensation under Section 162(m) of the Code and this
Section 4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.




4.3 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 Incentive Awards and reserved for issuance under
the Plan, 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 Incentive Awards.




(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 lieu of or in addition to
 shares of Common Stock, other securities, money and/or property (or the right to receive
other securities, money and/or property) immediately after the effective time of such
transaction, then the outstanding Incentive Awards (including exercise prices) and reserves
for Incentive Awards under this Plan shall be adjusted in such manner and at


such time as
shall be equitable under the circumstances. It is intended that in the event of any such
transaction, Incentive Awards under this Plan shall entitle the holder of each Incentive
Award to receive (upon exercise in the case of Stock Options), in lieu of or in addition to
 shares of Common Stock, any other securities, money and/or property receivable upon
consummation of any such transaction by holders of Common Stock with respect to each share
of Common Stock outstanding immediately prior to the effective time of such transaction;
upon any such adjustment, holders of Incentive Awards under this Plan shall have only the
right to receive in lieu of or in addition to shares of Common Stock such other securities,
money and/or other property as provided by the adjustment. If the agreement, resolution or
other document approved by the Board to effect any such transaction provides for the
adjustment of Incentive Awards under the Plan in connection with such transaction, then the
adjustment provisions contained in such agreement, resolution or other document shall be
final and conclusive.



 


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SECTION 5




Stock Options




5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The
Committee, in its discretion and except as otherwise limited by the Plan, may provide in the
initial grant of a Stock Option or other Incentive Award for the subsequent automatic grant of
additional Stock Options for the number of shares, if any, that are surrendered to the Company in
connection with the exercise or vesting of the initial or any subsequently granted Stock Option or
other Incentive Award. 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.
Subject to the limitation imposed by Section 4.2 of 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; provided, that the number of shares of Common Stock that may
be designated as subject to incentive stock options for any given Participant shall be limited to
that number of shares that become exercisable for the first time by the Participant during any
calendar year (under all plans of the Company and its Subsidiaries) and have an aggregate Market
Value less than or equal to $100,000 (or such other amount as may be set forth in the Code) and all
shares subject to an Incentive Award that have a Market Value in excess of such aggregate amount
shall automatically be subject to Stock Options that are not incentive stock options.



5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option agreements
and/or certificates of award containing the terms and conditions applicable to such
Stock Options. To the extent not covered by the stock option agreement, the terms and conditions of
this Section 5 shall govern.



5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee,
but shall be a price that is equal to or greater than 100% of the Market Value of the Company’s
Common Stock on the date of grant.


 


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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 or
provides in the applicable stock option agreement or grant, in shares of Common Stock (including
Common Stock to be received upon a simultaneous exercise of that or any other Incentive Award) 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. 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 other deferred payment 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 10% 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 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 110% of the Market Value of the Common
Stock on the date of grant and the exercise of the Stock Option after the expiration of 5 years
from the date of grant of the Stock Option is prohibited by its terms.



5.6 Limits on Exercisability. Except as set forth in Section 5.5, Stock Options shall be
exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the
Committee. At the time of 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.




5.7 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents or permits (before or after the
option grant) or unless the stock option agreement or grant provides otherwise, Stock
Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or
otherwise alienated or hypothecated except by will or the laws of descent and distribution,
and, as a condition to any transfer permitted by the Committee or the terms of the stock
option agreement or grant, the transferee must execute a written agreement permitting the
Company to withhold from the shares subject to the Stock Option a number of shares having a
Market Value at least equal to the amount of any federal, state or local withholding or
other taxes associated with or resulting from the exercise of a
Stock Option. All provisions of a Stock Option that are determined with reference to the
Participant, including without limitation those that refer to the Participant’s employment
with the Company or its Subsidiaries, shall continue to be determined with reference to the
Participant after any transfer of a Stock Option.


 


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(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. Unless the Committee otherwise consents or
permits (before or after the option grant) or unless the stock option agreement or grant provides
otherwise:




(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 or her Stock Options
in accordance with their terms for a period of 3 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. For purposes of the Plan, the following shall not be
considered 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 re-employment is
guaranteed by statute, contract or written policy of the Company; or (iv) a termination of
employment with continued service as an officer. For purposes of the Plan, termination of
employment shall be considered to occur on the date on which the employee is no longer
obligated to perform services for the Company or any of its Subsidiaries and the employee’s
right to re employment is not guaranteed by statute, contract or written policy of the
Company, regardless of whether the employee continues to receive compensation from the
Company or any of its Subsidiaries after such date.




(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, the Stock Options
issued to such Participant shall be exercisable in accordance with their terms 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 Options on the date of death or termination
of employment, whichever first occurred, and not beyond the original terms of the Stock
Options.




(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
his or her Stock Options in accordance with their terms for one year following such
termination of employment, but only to the extent that the Participant was entitled
to exercise the Stock Options on the date of such event and not beyond the original terms of
the Stock Options.




(d) Participant Retirement. If a Participant Retires as an employee or officer of the
Company or one of its Subsidiaries, Stock Options granted under the Plan may be exercised in
accordance with their terms during the remaining terms of the Stock Options.


 


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(e) Termination for Cause. If a Participant is terminated for cause, the Participant
shall have no further right to exercise any Stock Options previously granted. The Committee
or officers designated by the Committee shall have absolute discretion to determine whether
a termination is for cause.



SECTION 6




Restricted Stock




6.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, 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 considers
appropriate. The Committee may also require that certificates representing shares of Restricted
Stock be retained and held in escrow by a designated employee or agent of the Company or any
Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been
satisfied or lapsed.



6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by restricted
stock agreements or certificates of award 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 or certificate 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. Unless the Committee otherwise consents or
permits (before or after the grant of Restricted Stock) or unless the restricted stock agreement or
grant provides otherwise:




(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, any shares of Restricted Stock still subject to restrictions at the date of such
termination shall automatically be forfeited and returned to the Company. For purposes of
the Plan, the following shall not be considered 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 re-employment is guaranteed by statute, contract or written
policy of the Company; and (iv) a termination of employment with continued service as an
officer. For purposes of the Plan, termination of employment shall be considered to occur on
the date on which the
employee is no longer obligated to perform services for the Company or any of its
Subsidiaries and the employee’s right to re-employment is not guaranteed by statute,
contract or written policy of the Company, regardless of whether the employee continues to
receive compensation from the Company or any of its Subsidiaries after such date.


 


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(b) Death, Retirement or Disability. In the event a Participant terminates his or her
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 total number of full months in the Restricted Period. All remaining shares shall be
forfeited and returned to the Company; provided, 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. The Committee or officers designated
by the Committee shall have absolute discretion to determine whether a termination is for
cause.




6.4 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents or permits 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 or her 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 considers 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. Stock Incentive Plan of 2001 (the “Plan”). 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. Copies of the Plan and the restricted stock agreement are on file in the
office of the Secretary of the Company.



6.6 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, 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 Sections 6.1, 6.3 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.


 


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SECTION 7




Stock Awards




7.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, a
Participant may be granted one or more Stock Awards under the Plan. 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 Award; provided, that the Committee may impose such restrictions on the
assignment or transfer of Common Stock awarded pursuant to a Stock Award as it considers
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 terms 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 exercisable and nonforfeitable.



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.


 


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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 or the same 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, local and foreign
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 vesting of an Incentive Award or by delivery to the Company of previously
owned Common Stock.



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 Suspension of Rights under Incentive Awards. The Company, by written notice to a
Participant, may suspend a Participant’s and any transferee’s rights under any Incentive Award for
a period not to exceed 30 days while the termination for cause of that Participant’s employment
with the Company and its Subsidiaries is under consideration.


 


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9.7 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
Delaware and applicable federal law.



9.8 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, unless such construction would cause the Plan to fail in its essential purposes.



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
considers proper and in the best interests of the Company, provided that no such amendment may
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 March 6, 2001, subject to approval by the stockholders at the 2001
Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders.
Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under the
Plan after March 5, 2011.



As amended October 9, 2008.




 


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