Filed by Bowne Pure Compliance





Exhibit 10.28




	 	 	 
	Employee:

	 	Number of Shares:
	 
	 	 
	 

	 	Date of Award:
	 
	 	 
	 

	 	Performance Restricted Stock Number:
	 
	 	 
	 

	 	Performance Period:






PERFORMANCE SHARE AWARD AGREEMENT




This Performance Share Award Agreement (“Agreement”) is made as of the award date
set forth above, between WOLVERINE WORLD WIDE, INC., a Delaware corporation
(“Wolverine” or the “Company”), and the employee named above (“Employee”).



Wolverine World Wide, Inc. has an Amended and Restated Executive Long-Term
Incentive Plan (3-Year Bonus Plan) that the Compensation Committee of Wolverine’s
Board of Directors (the “Committee”) administers. The Committee makes long term
incentive awards to encourage longer range strategic planning, cooperation among all
the units of the Company, and executive officers and key management individuals to
enter and continue in the employ of the Company. Wolverine has an Amended and
Restated Stock Incentive Plan of 2005 (the “Plan”) that also is administered by the
Committee, under which the Committee may award restricted stock as all or part of a
long term incentive award. Both the 3-Year Bonus Plan and the Plan have been approved
by the Company’s shareholders.



The Committee has determined that Employee is eligible to participate in the Plan
for a long term incentive award. The Committee has awarded to Employee shares of
Wolverine’s common stock subject to terms, conditions and restrictions contained in
this Agreement and in the Plan (the “Performance Share Award”). Employee acknowledges
receipt of a copy of the Plan and accepts this Performance Share Award subject to all
of those terms, conditions and restrictions.



1. Award. Wolverine hereby awards to Employee a number of shares of
Wolverine’s common stock, $1 par value, as set forth above (the “Performance
Restricted Stock”). The Performance Restricted Stock is subject to the restrictions
imposed under this Agreement and the Plan (“Stock Restrictions”). The periods during
which Performance Restricted Stock is subject to the Stock Restrictions shall be known
as “Restricted Periods.” Unless otherwise determined by the Committee, Employee’s
“Incentive Award” will be the number of shares of Performance Restricted Stock on
which the Stock Restrictions shall lapse.



2. Transferability. Until the Stock Restrictions lapse as set forth in
section 3 below, the Plan provides that Performance Restricted Stock is generally not
transferable by Employee except by will or according to the laws of descent and
distribution. The Plan further provides that all rights with respect to the
Performance Restricted Stock are exercisable during Employee’s lifetime only by
Employee, Employee’s guardian, or legal representative. Wolverine shall place an
appropriate legend upon any certificate representing shares of Performance Restricted
Stock and may also issue appropriate stop transfer instructions to its transfer agent
with respect to such shares.



3. Lapsing of Restrictions. Except as otherwise provided in this
Agreement or by action of the Committee, the Stock Restrictions imposed on the
Performance Restricted Stock shall lapse as set forth in Schedule 1.


 


 









 





4. Registration and Listing; Securities Laws.



(a) The Performance Share Award is conditioned upon (i) the effective
registration or exemption of the Plan and the Performance Restricted Stock granted
there under the Securities Act of 1933 and applicable state or foreign securities
laws, and (ii) the effective listing of the common stock on the New York Stock
Exchange.



(b) Employee hereby represents and warrants that Employee is receiving the
Performance Restricted Stock for Employee’s own account and investment and without any
intent to resell or distribute the Performance Restricted Stock. Employee shall not
resell or distribute the Performance Restricted Stock after any Restricted Period
except in compliance with such conditions as Wolverine may reasonably specify to
ensure compliance with federal and state securities laws.



5. Termination of Employment Status.



(a) Except as set forth in subsection (b), Employee:



(i) must be an employee of the Company or one of its Subsidiaries at the time
the Committee certifies the achievement of the Performance Period performance
criteria for the Stock Restrictions to lapse on any portion of the Performance
Share Award (the performance criteria being Cumulative BVA and Cumulative EPS, as
defined in Schedule 1); and



(ii) shall forfeit the entire Performance Share Award if, before such
certification, Employee’s employment with Wolverine and its Subsidiaries
terminates (the “Employment Termination”) or the Committee terminates Employee’s
Performance Share Award for the Performance Period (“Award Termination”).



(b) If the Employment Termination is:



(i) due to Employee’s:



(1) disability (as defined in Wolverine’s long-term disability plan);

(2) death;



(3) voluntary termination after Employee has attained 50 years of age and
seven years of service as an employee of Wolverine or its Subsidiaries, or 62
years of age, or such other age or years of service as may be determined by the
Committee in its sole discretion; or



(ii) due to such other circumstances as the Committee in its discretion
allows;



then the number of shares of Performance Restricted Stock on which the Stock
Restrictions lapse at the end of the Performance Period shall be calculated as set
forth in subsection (c) or in such other manner as the Committee directs. If there is
an Award Termination, the Committee may in its discretion allow the Stock Restrictions
to lapse on some or all of the Performance Restricted Stock, calculated as set forth
in subsection (c) or in such other manner as the Committee directs.



(c) As soon as reasonably practicable following the end of the Performance
Period, the Committee shall calculate, as set forth in Schedule 1, the number of
 shares on which the Stock Restrictions would have lapsed if Employee’s employment or
Performance Share Award had not been terminated prior to the certification. That
number of shares shall then be multiplied by a fraction, the numerator of which shall
be the number of full months during the Performance Period prior to the Employment
Termination or Award Termination (as applicable) and the denominator of which shall be
the total number of months in the Performance Period. The result of the calculation
in the preceding sentence shall be the Employee’s “Prorated Incentive Award” for the
Performance Period, which will be the number of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse. The
remainder of the Performance Share Award shall be forfeited.


 


2









 





6. Employment by Wolverine. The award of Performance Restricted Stock
under this Agreement shall not impose upon Wolverine or any of its Subsidiaries any
obligation to retain Employee in its employ for any given period or upon any specific
terms of employment. Wolverine or any of its Subsidiaries may at any time dismiss
Employee from employment, free from any liability or claim under the Plan or this
Agreement, unless otherwise expressly provided in any written agreement with Employee.



7. Stockholder Rights. During the Restricted Period, Employee shall have
all voting and liquidation rights with respect to the Performance Restricted Stock
held of record by Employee as if Employee held unrestricted common stock; provided,
however, that the portion of any Performance Share Award on which the Stock
Restrictions have not lapsed shall be subject to any restrictions on transferability
or risks of forfeiture imposed pursuant to this Agreement or the Plan. Any cash and
stock dividends with respect to any Performance Restricted Stock will be withheld by
the Company for the Award Recipient’s account and will be paid upon the lapsing of the
Stock Restrictions imposed on the Performance Restricted Stock in respect of which the
dividends were paid, and any dividends deferred in respect of any Performance
Restricted Stock will be forfeited upon the forfeiture of such Performance Restricted
Stock. Any noncash dividends or distributions paid with respect to shares of
Performance Restricted Stock on which the Stock Restrictions have not lapsed shall be
subject to the same restrictions as those relating to the Performance Restricted Stock
awarded under this Agreement. After the restrictions applicable to the Performance
Restricted Stock lapse, Employee shall have all stockholder rights, including the
right to transfer the shares, subject to such conditions as Wolverine may reasonably
specify to ensure compliance with federal and state securities laws.



8. Withholding. Wolverine and any of its Subsidiaries shall be entitled
to (a) withhold and deduct from Employee’s future wages (or from other amounts that
may be due and owing to Employee from Wolverine 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 the Performance Restricted Stock award under this
Agreement, including, without limitation, the award or lapsing of Stock Restrictions
on the Performance Restricted Stock; or (b) require Employee promptly to remit the
amount of such withholding to Wolverine or a subsidiary before taking any action with
respect to the Performance Restricted Stock. Unless the Committee provides otherwise,
withholding may be satisfied by withholding common stock to be received or by delivery
to Wolverine or a subsidiary of previously owned common stock of Wolverine.



9. Effective Date. This award of Performance Restricted Stock shall be
effective as of the date first set forth above.



10. Amendment. This Agreement shall not be modified except in a writing
executed by the parties hereto.


 


3









 





11. Agreement Controls. The Plan is incorporated in this Agreement by
reference. Capitalized terms not defined in this Agreement shall have those meanings
provided in the Plan. In the event of any conflict between the terms of this
Agreement and the terms of the Plan, the provisions of the Agreement shall control.



	 	 	 	 	 
	 	 	WOLVERINE WORLD WIDE, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Donald T. Grimes
	 

	 	 	 	Senior Vice President, Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	 
	 	 	Employee Signature
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Print name





 


4









 





The “Incentive Award” for the Employee will be the number of shares of Performance Restricted Stock
on which the Stock Restrictions shall lapse, calculated as:



rounded up to the nearest whole number, where:




Overall Award Percentage will be the sum of (i) the BVA Award Percentage multiplied by the
BVA Factor, and (ii) the EPS Award Percentage multiplied by the EPS Factor, but in no event
shall the Overall Award Percentage exceed the Award Cap for the Employee. If the Overall
Award Percentage calculated for the Employee is greater than the Award Cap, the Overall
Award Percentage shall be reduced to the Award Cap to calculate the Incentive Award.



1. BVA Award Percentage will be calculated as follows:




If the Cumulative BVA is < Threshold BVA, BVA Award Percentage = 0%




If the Cumulative BVA is 3 Threshold BVA and < Target BVA, BVA Award Percentage =









If the Cumulative BVA is 3 Target BVA and < Goal BVA, BVA Award Percentage =









If the Cumulative BVA is 3 Goal BVA and < Stretch BVA, BVA Award Percentage =









If the Cumulative BVA is 3 Stretch BVA, BVA Award Percentage = Award Cap



2. EPS Award Percentage will be calculated as follows:




If the Cumulative EPS is < Threshold EPS, EPS Award Percentage = 0%




If the Cumulative EPS is 3 Threshold EPS and < Target EPS, EPS Award Percentage =









If the Cumulative EPS is 3 Target EPS and < Goal EPS, EPS Award Percentage =








If the Cumulative EPS is 3 Goal EPS and < Stretch EPS, EPS Award Percentage =









If the Cumulative EPS is 3 Stretch EPS, EPS Award Percentage = Award Cap


 


 









 





and the other defined terms shall have the following meanings:



	 	 	 
	Actual Average Earnings

	 	The Employee’s actual average earnings during the Performance Period.
	 
	 	 
	Award Cap

	 	The maximum percentage of the Incentive Award that the Employee may
receive for the Performance Period upon achievement of “stretch”
goal, as set by the Compensation Committee.
	 
	 	 
	Award Recipient

	 	An employee of the Company to whom the Compensation Committee of the
Board of Directors or the Board of Directors grants a Performance
Share Award, for such portion of the Performance Period as the
Committee determines.
	 
	 	 
	BVA

	 	An economic value added measurement that equals the operating income
for a Fiscal Year reduced by (i) a provision for income taxes equal
to the operating income multiplied by the Company’s total effective
tax rate for the same Fiscal Year; and (ii) a capital charge equal
to a two-point average of “net operating assets” at the beginning
and end of a Fiscal Year (with “net operating assets” defined as the
net of trade receivables (net of reserves), inventory (net of
reserves), other current assets, property, plant and equipment,
trade payables and accrued liabilities) multiplied by 10%.
	 
	 	 
	BVA Factor

	 	As set by the Compensation Committee.
	 
	 	 
	Cumulative BVA

	 	The sum of the BVA for each of the 2009, 2010 and 2011 Fiscal Years.
	 
	 	 
	Cumulative EPS

	 	The sum of the EPS for each of the 2009, 2010 and 2011 Fiscal Years.
	 
	 	 
	EPS

	 	The total after-tax profits for a Fiscal Year divided by the
fully-diluted weighted average shares outstanding during the Fiscal
Year.
	 
	 	 
	EPS Factor

	 	As set by the Compensation Committee.
	 
	 	 
	Fiscal Year

	 	The fiscal year of the Company for financial reporting purposes as
the Company may adopt from time to time.
	 
	 	 
	Incentive Award Percentage

	 	As set by the Compensation Committee.
	 
	 	 
	Market Price

	 	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 the
award is granted by the Compensation Committee.
	 
	 	 
	Stock Restrictions

	 	Restrictions on the common stock covered by the Performance Share
Award.
	 
	 	 
	Threshold BVA, Target
BVA, Goal BVA, and
Stretch BVA

	 	As set by the Compensation Committee.
	 
	 	 
	Threshold EPS, Target
EPS,
Goal EPS, and
Stretch EPS

	 	As set by the Compensation Committee.






SCHEDULE 1 – 2