Filed by Bowne Pure Compliance





Exhibit 10.10




WOLVERINE WORLD WIDE, INC.




AMENDED AND RESTATED

EXECUTIVE SHORT-TERM INCENTIVE PLAN

(ANNUAL BONUS PLAN)




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the AMENDED AND RESTATED EXECUTIVE
SHORT-TERM INCENTIVE PLAN (ANNUAL BONUS PLAN) (the “Plan”), for its executive officers, senior
corporate and divisional officers and other key employees. The Plan amends and restates the
Wolverine World Wide, Inc. Amended and Restated Executive Short-Term Incentive Plan (Annual 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 of the Company, in a particular
fiscal year or part thereof.



1.2 Purpose of Plan. The purpose of the Plan is to motivate Participants to improve the
Company’s profitability and growth by the attainment of carefully planned goals, promote initiative
and cooperation with awards based on corporate and divisional performance and encourage outstanding
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 for Fiscal Year 2007 shall be contingent upon
approval by the stockholders 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 an annual bonus awarded and paid to a Participant for services to
the Company during a Fiscal Year that is based upon achievement of pre-established performance
objectives by the Company, or a Subsidiary, operating division or profit center.



2.9 “Participant” means an executive officer, senior corporate or divisional officer or other
key employee of the Company or its Subsidiaries who is designated as a Participant for a Fiscal
Year.



2.10 “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 5.2.



2.11 “Subsidiary” means any company 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.



2.12 “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.



2.13 “Target Bonus” means the bonus goal established by the Committee for each Participant
under Section 5.1(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 the 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.



SECTION 4




Participation




4.1 Participation. For each Fiscal Year, the Committee shall select the executive officers,
senior corporate and divisional officers and other key employees who shall be the Participants for
the Fiscal Year. The Committee may limit the number of executive officers, senior corporate and
divisional officers and other key employees who will be Participants for a Fiscal Year. Officers
and key employees shall be designated as Participants within the first 90 days of any Fiscal Year;
provided, that an officer or key employee who is first employed by the Company or a Subsidiary
during the Fiscal Year or who is assigned new duties during the
Fiscal Year 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 Fiscal Year.


4.2 Continuing Participation. Selection as a Participant for a Fiscal Year or part thereof by
the Committee is limited to that Fiscal Year. An eligible executive officer, senior corporate or
divisional officer or key employee will be a Participant for a Fiscal Year only if designated as a
Participant by the Committee for such Fiscal Year.



 


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SECTION 5




Performance Goals and Criteria




5.1 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 Fiscal Year or part thereof, the
Committee shall specify:




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




(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, division or profit center based on the criteria
established by the Committee pursuant to Section 5.2;




(c) Performance Measurement. The applicable measurement of Performance under
Section 5.2; and




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



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



5.2 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.



5.3 Incentive Bonus Conditioned on Performance. Payment of an Incentive Bonus to a
Participant for a Fiscal Year or part thereof under this Plan shall be entirely contingent upon
achievement of the Performance levels established by the Committee pursuant to this Section 5, the
satisfaction of which is substantially uncertain when established by the Committee for the Fiscal
Year or part thereof.



5.4 Time of Determination by Committee. All determinations to be made by the Committee for a
performance period 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.



5.5 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 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 Fiscal Year 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
reduce or eliminate any Incentive Bonus.


 


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SECTION 6




Determination and Payment of Incentive Bonuses




6.1 Committee Certification. The Incentive Bonus for each eligible Participant for a Fiscal
Year 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 the Incentive Bonus, that the Company Performance for the
Fiscal Year 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 Eligibility for Payment. The Incentive Bonus otherwise payable to a Participant for a
Fiscal Year 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 Fiscal Year and more than 6 months after the
beginning of such Fiscal Year 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 Fiscal Year prorated as follows: the
award, if any, for such Fiscal Year 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 Fiscal Year, multiplied by the ratio of the Participant’s full months as a
Participant during that Fiscal Year to the 12 months in that Fiscal Year.
Notwithstanding the foregoing, the Committee shall have discretion to reduce or
eliminate any Incentive Bonus otherwise payable pursuant to this Section 6.2(a).




(b) Reassignment of Duties. If a Participant is reassigned employment duties
before the end of any Fiscal Year, an award shall be paid to the Participant after the
end of such Fiscal Year 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 Fiscal Year, multiplied by the ratio of the
Participant’s full months as a Participant during the Fiscal Year prior to the
reassignment to the 12 months in that Fiscal Year. 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 Fiscal Year 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 Fiscal Year, multiplied by the
ratio of the Participant’s months as a Participant during that Fiscal Year after the
reassignment (rounded up to the next full month) to the 12 months in that Fiscal Year.




(c) Other Termination. If an employee ceases to be a Participant during any
Fiscal Year, or prior to actual receipt of the award for a previous Fiscal Year,
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 Fiscal Year.



6.3 Maximum Incentive Bonus. The Incentive Bonus for any Participant for a Fiscal Year under
this Plan 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 Fiscal Year for which the Performance criteria for the
Incentive Bonus have been met.



6.5 Manner of Payment. Each Participant will receive his or her Incentive Bonus in cash.


 


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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 all or any part of a
Fiscal Year shall create a right to an Incentive Bonus under the Plan for any other Fiscal Year.
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.



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.



 


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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 a
performance period has elapsed may directly or indirectly increase any Incentive Bonus for that
Fiscal Year. 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 Fiscal
Year or part thereof, no Incentive Bonuses shall be payable for the Fiscal Year 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 stockholders held in 2012, unless reapproved by the
stockholders at such meeting or earlier. If reapproval occurs, the Plan will terminate as of the
date of the first meeting of stockholders in the fifth year following reapproval or any subsequent
reapproval. If the Plan terminates under this provision due to lack of reapproval by the
stockholders, no Incentive Bonuses shall be awarded for the Fiscal Year in which the Plan
terminates.



As amended October 9, 2008.




 


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