Filed by Bowne Pure Compliance





Exhibit 10.2




WOLVERINE WORLD WIDE, INC.




AMENDED AND RESTATED

1995 STOCK INCENTIVE PLAN




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the 1995 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 (i) the failure of the Continuing Directors at any time to
constitute at least a majority of the members of the Board; (ii) the acquisition by any Person
other than an Excluded Holder of beneficial ownership (within the meaning of Rule l3d-3 promulgated
under the Act) of twenty percent (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; (iii) the approval by the stockholders of the Company of a reorganization, merger or
consolidation, unless with or into a Permitted Successor; or (iv) 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 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 “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 two-thirds (2/3) 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 election contest (as the term is used in Rule
14a-11 of Regulation 14A promulgated 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 twenty percent (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 the Committee determines is eligible to participate
in the Plan and who is designated to be granted an Incentive Award under the Plan.


 


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2.14 “Permitted Successor” means a corporation which, immediately following the consummation
of a transaction specified in clauses (iii) and (iv) of the definition of “Change in Control”
above, satisfies each of the following criteria: (A) sixty percent (60%) or more of the outstanding
common stock of the corporation and the combined voting power of the outstanding securities of the
corporation 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, twenty percent
(20%) or more of the outstanding common stock of the corporation or the combined voting power of
the outstanding securities of the corporation entitled to vote generally in the election of
directors (for these purposes the term Excluded Holder shall include the corporation, any
Subsidiary of the corporation and any Employee Benefit Plan of the corporation or any such
Subsidiary or any trust holding common stock or other securities of the corporation pursuant to the
terms of any such Employee Benefit Plan), and (C) at least a majority of the board of directors is
comprised of Continuing Directors.




2.15 “Person” has the same meaning as set forth in Section 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 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.



2.19 “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 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.


 


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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 Incentive Awards granted under the
Plan, and shall have full power and authority to supervise the administration of the Plan and
Incentive Awards granted under 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 500,000 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. 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; 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. 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 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 (before or after the
option grant) 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
otherwise 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,
unless the committee and the Board determine otherwise.



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 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.




(b) Death, Retirement, or 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 gant 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.


 


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(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, unless the
Committee and the Board determine otherwise.




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. 1995 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.



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 l6b-3 under the Act.



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.


 


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9.4 Limit on Plan Awards. No Participant shall be eligible to receive Incentive
Awards under the Plan which in the aggregate represent more than 25% of the total shares available
for Incentive Awards granted under the Plan.



9.5 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.



9.6 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.



9.7 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 Michigan 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.



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 19, 1995, subject to approval by the stockholders at the
1995 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 18, 2005. No Incentive Award shall be granted under the Plan after such date.



As amended October 9, 2008.




 


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