Filed by Bowne Pure Compliance





Exhibit 10.11




WOLVERINE WORLD WIDE, INC.




AMENDED AND RESTATED

EXECUTIVE LONG-TERM INCENTIVE PLAN

(3-YEAR BONUS PLAN)




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the AMENDED AND RESTATED WOLVERINE
WORLD WIDE, INC. EXECUTIVE LONG-TERM INCENTIVE PLAN (3-YEAR BONUS PLAN) (the “Plan”) for its
executive officers and key management employees. The Plan amends and restates the Wolverine World
Wide, Inc. Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan) previously
approved by the stockholders at the 2002 Annual Meeting of Stockholders. The Plan provides for the
payment of bonuses to participants based upon the financial performance of the Company, or a
Subsidiary, operating division or profit center, over a 3-year period or part thereof.



1.2 Purpose of Plan. The purpose of the Plan is to encourage longer range strategic planning
and not stress over-dependence on short-term performance which could hinder long-term increases in
stockholder value and/or achievement of a strategic position and/or advantage in the marketplace,
to encourage cooperation among all the units of the Company to foster a closer and more cooperative
association and sense of teamwork and to encourage executive officers and key management
individuals to enter and continue in the employ of the Company. Within that context, the Plan is
intended to provide performance-based compensation under Section 162(m) of the Code and shall be
interpreted and administered to achieve that purpose.



1.3 Effective Date. The Plan is initially effective as of February 8, 2007. Adoption of the
Plan by the Board and payment of Incentive Bonuses pursuant to this Plan shall be contingent upon
approval of the Plan by the stockholders of the Company at the 2007 Annual Meeting of Stockholders
or any adjournment thereof or at a Special Meeting of the Stockholders. In the absence of such
approval, this Plan shall be void.



SECTION 2




Definitions




The following terms have the stated definitions unless a different meaning is plainly required
by the context:




2.1 “Act” means the Securities Exchange Act of 1934, as amended.



2.2 “Beneficiary” means the individual, trust or other entity designated by the Participant to
receive any amount payable with respect to the Participant under the Plan after the Participant’s
death. A Participant may designate or change a Beneficiary by filing a signed designation with the
Committee in a form approved by the Committee. A Participant’s will is not effective for this
purpose. If a designation has not been completed properly and filed with the Committee or is
ineffective for any other reason, the Beneficiary shall be the Participant’s Surviving Spouse. If
there is no effective designation and the Participant does not have a Surviving Spouse, the
remaining benefits, if any, shall be paid to the Participant’s estate.




2.3 “Board” means the Board of Directors of the Company.




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



2.7 “Fiscal Year” means the fiscal year of the Company for financial reporting purposes as the
Company may adopt from time to time.



2.8 “Incentive Bonus” means a bonus awarded and paid to a Participant for services to the
Company during a 3-year period that is based upon achievement of pre-established financial
objectives by the Company, or a Subsidiary, operating division or profit center.



2.9 “Market Value” shall equal the closing market price of shares of common stock of the
Company on the New York Stock Exchange (or any successor exchange that is the primary stock
exchange for trading of common stock of the Company) on the date of grant or reference, 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 of the Company were traded.



2.10 “Participant” means an executive officer or key management employee of the Company or its
Subsidiaries who is designated as a Participant for a 3-year period.



2.11 “Performance” means the level of achievement by the Company or its Subsidiaries,
operating divisions or profit centers of the financial performance criteria established by the
Committee pursuant to Section 5.3.



2.12 “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.



2.13 “Surviving Spouse” means the spouse of the Participant at the time of the Participant’s
death who survives the Participant. If the Participant and spouse die under circumstances which
prevent ascertainment of the order of their deaths, it shall be presumed for the Plan that the
Participant survived the spouse.



2.14 “Target Bonus” means the bonus goal established by the Committee for each Participant
under Section 5.2(a).



SECTION 3




Administration




3.1 Power and Authority. The Plan shall be administered by the Committee. The Committee may
delegate recordkeeping, calculation, payment and other ministerial or administrative functions to
individuals designated by the Committee, who may be employees of the Company or its Subsidiaries.
Except as limited in this Plan, the Committee shall have all of the express and implied powers and
duties set forth in the Plan and shall have full authority and discretion to interpret the Plan and
to make all other determinations deemed necessary or advisable for the administration of the Plan.
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 as effective as if it had been taken at a meeting. The Committee
may make such other rules for the conduct of its business and may adopt such other rules, policies
and forms for the administration, interpretation and implementation of the Plan as it deems
advisable. All determinations, interpretations and selections made by the Committee regarding the
Plan shall be final and conclusive.



3.2 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 individual who is or has been a member of the Committee, or delegated authority by 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 any act or failure to act under the
Plan. Each such individual 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




Participation




4.1 Participation. For each 3-year period, the Committee shall select the executive officers
and key management employees who shall be the Participants for the 3-year period. The Committee
may limit the number of executive officers and key management employees who will be Participants
for a 3-year period. Executive officers and key management employees shall be designated as
Participants within the first 90 days of any 3-year period; provided, that an officer or key
employee who is first employed by the Company or a Subsidiary during any 3-year period or who is
assigned new duties during any 3-year period may be designated as a Participant for a performance
period commencing on the date the officer or key employee assumes his or her new duties through the
end of the 3-year period.



4.2 Continuing Participation. Selection as a Participant for a 3-year period or part thereof
by the Committee is limited to that 3-year period. An eligible executive officer or key management
employee will be a Participant for a 3-year period only if designated as a Participant by the
Committee for such 3-year period.



SECTION 5




Performance Goals and Criteria




5.1 Concept. The primary concept of the Plan is to establish financial performance goals for
each 3-year time period for the Company. The performance periods are overlapping, beginning every
Fiscal Year and ending 3 full Fiscal Years later. The Plan provides for the payment of bonuses to
participants based upon the financial performance of the Company over the 3-year period or part
thereof.



5.2 Selection of Criteria. The Committee shall pre-establish performance goals for each
Participant or group of Participants in the manner and within the time limits specified in this
Section 5. For each Participant or group of Participants for each 3-year period or part thereof,
the Committee shall specify:




(a) Target Bonus. A Target Bonus, expressed as a specified dollar amount or as a
percentage of the Participant’s average annual earned salary;




(b) Incentive Bonus. The Incentive Bonus levels, expressed as a percentage of
the Target Bonus, that shall be paid to the Participant at specified levels of
Performance by the Company based on the criteria established by the Committee pursuant
to Section 5.3;




(c) Performance Measurement. The applicable measurement of Performance under
Section 5.3; and




(d) Conditions on Incentive Bonus. Any specific conditions under which an
Incentive Bonus specified under (b) above may be reduced or forfeited (but not
increased).



The Incentive Bonus levels specified under (b) above may be expressed either as (i) a matrix of
percentages of the Target Bonus that will be paid at specified levels of Performance or (ii) a
mathematical formula that determines the percentage of the Target Bonus that will be paid at
varying levels of Performance.



5.3 Measurement of Performance. Performance of the Company and/or its Subsidiaries, operating
divisions or profit centers shall be determined by reference to one or more of the following: net
earnings, net earnings before taxes, operating income, revenues, net sales, net sales and other
operating income, return on sales, return on equity, earnings per share, total stockholder return,
economic value added measurements, return on assets, return on invested capital or any of the
foregoing before or after the effect of acquisitions, divestitures, accounting changes,
restructuring, or other special charges or extraordinary items. These factors could be measured
against pre-determined levels or the Company’s relative performance when compared to a
pre-established peer group.



5.4 Incentive Bonus Conditioned on Performance. Payment of an Incentive Bonus to a
Participant for a 3-year period or part thereof under this Plan shall be entirely contingent upon
the Performance criteria established by the Committee pursuant to this Section 5, the satisfaction
of which is substantially uncertain when established by the Committee for the 3-year period or part
thereof.


 


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5.5 Time of Determination by Committee. All determinations to be made by the Committee for a
3-year period or part thereof pursuant to this Section 5 shall be made by the Committee during the
shorter of the first 90 days of such performance period and the period ending on the date on which
25 percent of the performance period has elapsed.



5.6 Objective Standards. An Incentive Bonus shall be based solely upon objective criteria,
consistent with this Section 5, from which an independent third party with knowledge of the facts
could determine whether the performance goal or range of goals is met and from that determination
could calculate the Incentive Bonus to be paid. Although the Committee has authority to exercise
reasonable discretion to interpret this Plan and the criteria it shall specify pursuant to this
Section 5 of the Plan, it may not amend or waive such criteria after the shorter of the period
ending on the 90th day of a performance period or part thereof or the date on which 25 percent of
the performance period has elapsed. The Committee shall have no authority or discretion to
increase any Incentive Bonus or to construct, modify or apply the measurement of Performance in a
manner that will directly or indirectly increase the Incentive Bonus for any Participant for any
3-year period or part thereof above the amount determined by the applicable objective standards
established within the time periods set forth in this Section. The Committee may exercise negative
discretion to decrease or eliminate any Incentive Bonus.



SECTION 6




Determination and Payment of Incentive Bonuses




6.1 Committee Certification. The Incentive Bonus for each eligible Participant for a 3-year
period or part thereof shall be determined on the basis of the Target Bonus and Performance
criteria established by the Committee pursuant to Section 5. The Committee shall determine, and
shall certify in writing prior to payment of any Incentive Bonus, that the Company Performance for
the 3-year period or part thereof satisfied the Performance criteria established by the Committee
for the period. Approved minutes of the Committee shall constitute sufficient written
certification for this purpose.



6.2 Partial Period Performance Adjustments. The Incentive Bonus otherwise payable to a
Participant for a 3-year period or part thereof shall be adjusted as follows:




(a) Retirement, Death or Total Disability. If a Participant ceases to be a
Participant before the end of any 3-year period and more than 12 months after the
beginning of such 3-year period because of death, normal or early retirement under the
Company’s retirement plan, as then in effect, or total disability under the Company’s
long-term disability plan, an award shall be paid to the Participant or the
Participant’s Beneficiary after the end of such 3-year period prorated as follows: the
award, if any, for such 3-year period shall be equal to 100% of the Incentive Bonus
that the Participant would have received if the Participant had been a Participant
during the entire performance period, multiplied by the ratio of the Participant’s
full months as a Participant during that performance period to the total number of
months in that performance period. The award, if any, shall only be made in the form
of a cash payout. Notwithstanding the foregoing, the Committee shall have discretion
to reduce or eliminate any Incentive Bonus otherwise payable pursuant to this Section.




(b) Reassignment of Duties. If a Participant is reassigned employment duties
before the end of any 3-year period, an award shall be paid to the Participant after
the end of such 3-year period prorated as follows: the award shall be equal to 100% of
the Incentive Bonus that the Participant would have received if the Participant had
been a Participant during the entire performance period, multiplied by the ratio of
the Participant’s full months as a Participant during that performance period prior to
the reassignment to the total number of months in that performance period. If such
Participant is designated as a Participant in his or her new position, an additional
award shall be paid to the Participant after the end of such 3-year period prorated as
follows: the award shall be equal to 100% of the Incentive Bonus that the Participant
would have received if the Participant had been a Participant during the entire
performance period, multiplied by the ratio of the Participant’s months as a
Participant during that performance period after the reassignment (rounded up to the
next full month) to the total number of months in that performance period.



(c) Other Termination. If an employee ceases to be a Participant during any
3-year period(s), or prior to actual receipt of the award for a previous period
because of the Participant’s termination of employment for any reason other than
described in Section 6.2(a), the Participant will not be entitled to any award for
such 3-year period. If a Participant continues in Wolverine’s employment but no
longer is approved by the Committee to participate in future 3-year periods, the
Participant shall be eligible for a prorated award determined in the same manner set
forth in Section 6.2(a). Notwithstanding the foregoing, the Committee shall have
discretion to reduce or eliminate any Incentive Bonus otherwise payable pursuant to
this Section.




 


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6.3 Maximum Incentive Bonus. The Incentive Bonus for any Participant for a 3-year period
shall not, in any event, exceed $1,800,000.



6.4 Payment to Participant or Beneficiary. The Incentive Bonus of each Participant shall be
paid to the Participant, or the Beneficiary of any deceased Participant, by the Company as soon as
feasible following final determination and certification by the Committee of the amount payable;
provided, however, in no event will the Incentive Bonus be paid later than the fifteenth day of the
third month following the end of the third Fiscal Year of the Incentive Bonus 3-year period for
which the Performance criteria have been satisfied.



6.5 Manner of Payment. Unless the Committee determines otherwise, each Participant will
receive his or her Incentive Bonus in cash. The Committee may, in its discretion, determine to pay
all or part of a Participant’s Incentive Bonus in the form of stock (restricted or unrestricted).
The Company will make the cash payment as soon as feasible following final determination and
certification by the Committee of the amount payable; provided, however, in no event will the
Incentive Bonus be paid later than the fifteenth day of the third month following the end of the
third Fiscal Year of the Incentive Bonus 3-year period for which the Performance criteria have been
satisfied.



6.6 Stock Payment. The Committee may determine to pay all or part of an Incentive Bonus using
restricted or unrestricted stock. In such a case, each Participant will receive a grant of stock
under the Company’s existing stockholder approved plans on the same date the cash payment is made
pursuant to Section 6.5. The number of shares of stock a Participant shall receive will equal the
Incentive Bonus (or part thereof) divided by the Market Value of the Company’s common stock on the
date of grant, rounded to the nearest whole share. Each award of stock shall be evidenced by a
stock agreement containing such terms and conditions, including vesting schedules, consistent with
the provisions of this Plan and the plan under which the stock is so awarded.



SECTION 7




General Provisions




7.1 Benefits Not Guaranteed. Neither the establishment and maintenance of the Plan nor
participation in the Plan shall provide any guarantee or other assurance that an Incentive Bonus
will be payable under the Plan.



7.2 No Right to Participate. Nothing in this Plan shall be deemed or interpreted to provide a
Participant or any non-participating employee any contractual right to participate in or receive
benefits under the Plan. No designation of an employee as a Participant for any 3-year period
shall create a right to an Incentive Bonus under the Plan for any other 3-year period. There is no
obligation of uniformity of treatment of employees, eligible officers or Participants under the
Plan.



7.3 No Employment Right. Participation in this Plan shall not be construed as constituting a
commitment, guarantee, agreement or understanding of any kind that the Company or any Subsidiary
will continue to employ any individual and this Plan shall not be construed or applied as an
employment contract or obligation. Nothing in this Plan shall abridge or diminish the rights of
the Company or any Subsidiary to determine the terms and conditions of employment of any
Participant, officer or other employee or to terminate the employment of any Participant, officer
or other employee with or without reason at any time.



7.4 No Assignment or Transfer. Neither a Participant nor any Beneficiary or other
representative of a Participant shall have any right to assign, transfer, attach or hypothecate any
amount or credit, potential payment or right to future payments of any amount or credit or any
other benefit provided under this Plan. Payment of any amount due or to become due under this Plan
shall not
be subject to the claims of creditors of the Participant or to execution by attachment or
garnishment or any other legal or equitable proceeding or process.


 


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7.5 No Limit on Other Compensation Arrangements. Nothing contained in this Plan shall prevent
the Company or any Subsidiary from adopting or continuing in effect other or additional
compensation arrangements. A Participant may have other targets under other plans of the Company.
However, no payment under any other plan or arrangement shall be contingent upon failure to attain
the criteria for payment of an Incentive Bonus under this Plan.



7.6 Withholding and Payroll Taxes. The Company shall deduct from any payment made under this
Plan all amounts required by federal, state, local and foreign tax laws to be withheld and shall
subject any payments made under the Plan to all applicable payroll taxes and assessments.



7.7 Incompetent Payee. If the Committee determines that an individual entitled to a payment
under this Plan is incompetent, it may cause benefits to be paid to another individual for the use
or benefit of the Participant or Beneficiary at the time or times otherwise payable under this Plan
in total discharge of the Plan’s obligations to the Participant or Beneficiary.



7.8 Governing Law. The validity, construction and effect of the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal law.



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



SECTION 8




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. No amendment adopted after the shorter of
the period ending on the 90th day of a performance period or the date on which 25 percent of the
performance period has elapsed may directly or indirectly increase the amount of any Incentive
Bonus, or alter the objective criteria in a manner which will increase any Incentive Bonus, for
that 3-year period or part thereof. Except as otherwise provided in this Plan and the applicable
objective criteria established pursuant to this Plan for determining the amount of any Incentive
Bonus for a 3-year period or part thereof, no Incentive Bonuses shall be payable for the 3-year
period in which the Plan is terminated, or, if later, in which the termination is effective.



SECTION 9




Duration of the Plan




Subject to earlier termination by the Board, this Plan shall terminate without action by the
Board as of the date of the first meeting of the stockholders in 2012 unless reapproved by the
stockholders at that meeting or any earlier meeting. If reapproval occurs, the Plan will terminate
as of the date of the first meeting of the stockholders in the fifth year following reapproval and
each subsequent reapproval unless reapproved on or before the termination date. If the Plan
terminates under this provision due to lack of reapproval by the stockholders, Incentive Bonuses
shall be paid for the 3-year periods already commenced before the date of termination of the Plan,
except for the 3-year period that initially began in the year the Plan terminates.



As amended October 9, 2008.


 


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