Exhibit 10.1





Exhibit 10.1




WOLVERINE WORLD WIDE, INC.

STOCK INCENTIVE PLAN OF 2010




1. Purpose




The purpose of the Wolverine World Wide, Inc. Stock Incentive Plan of 2010 (the “Plan”) is to
advance the interests of the Wolverine World Wide, Inc. (the “Company”) by stimulating the efforts
of employees, officers, non-employee directors and other service providers, in each case who are
selected to be Participants, by heightening the desire of such persons to continue working toward
and contributing to the success and progress of the Company. The Plan supersedes the Company’s
Amended and Restated Stock Incentive Plan of 2005, Amended and Restated Stock Incentive Plan of
2003 and Amended and Restated Stock Incentive Plan of 2001 (the “Prior Plans”) with respect to
future awards, and provides for the grant of Incentive and Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards, any of which may be
performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination
thereof, as determined by the Administrator. No new awards shall be issued under the Prior Plans
after the approval of this Plan by the Company’s stockholders.



2. Definitions





As used in the Plan, the following terms shall have the meanings set forth below:




(a) “Act” means the Securities Exchange Act of 1934, as amended.




(b) “Administrator” means the Administrator of the Plan in accordance with Section 19.



(c) “Award” means an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Stock Award or Incentive Bonus granted to a
Participant pursuant to the provisions of the Plan, any of which the Administrator may structure to
qualify in whole or in part as a Performance Award.



(d) “Award Agreement” means a written agreement or other instrument as may be approved from
time to time by the Administrator implementing the grant of each Award. An Agreement may be in the
form of an agreement to be executed by both the Participant and the Company (or an authorized
representative of the Company) or certificates, notices or similar instruments as approved by the
Administrator.




(e) “Board” means the board of directors of the Company.



 


 









 





(f) “Change in Control” unless otherwise defined in an Award, 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 13d-3 issued under the Act) of 20% or more of the outstanding
Shares or the combined voting power of the Company’s outstanding securities entitled to vote
generally in the election of directors; (iii) the consummation of a reorganization, merger or
consolidation of the Company, unless such reorganization, merger or consolidation is with or into a
Permitted Successor; or (iv) 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.



(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
rulings and regulations issued thereunder.



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




(i) “Company” means Wolverine World Wide, Inc., a Delaware corporation.



(j) “Disability” has the meaning set forth in the Company’s long-term disability plan. The
determination of the Administrator as to an individual’s Disability shall be conclusive on all
parties.



(k) “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.



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



(m) “Fair Market Value” means, as of any date, the closing price per share at which the Shares
are sold in the regular way on the New York Stock Exchange (or any successor exchange that is the
primary stock exchange for trading of Shares) or, if no Shares are traded on the New York Stock
Exchange (or any successor exchange that is the primary stock exchange for trading of Shares) on
the date in question, then for the next preceding date for which Shares were traded on the New York
Stock Exchange (or any successor exchange that is the primary stock exchange for trading of
Shares).



(n) “Incentive Bonus” means a bonus opportunity awarded under Section 10 pursuant to which a
Participant may become entitled to receive an amount based on satisfaction of such performance
criteria as are specified in the Award Agreement or otherwise.



(o) “Incentive Stock Option” means a stock option that is intended to qualify as an “incentive
stock option” within the meaning of Section 422 of the Code.


 


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(p) “Nonemployee Director” means each person who is, or is elected to be, a member of the
Board and who is not an employee of the Company or any Subsidiary.



(q) “Nonqualified Stock Option” means a stock option that is not intended to qualify as an
“incentive stock option” within the meaning of Section 422 of the Code.



(r) “Option” means an Incentive Stock Option and/or a Nonqualified Stock Option granted
pursuant to Section 6 of the Plan.



(s) “Participant” means any individual described in Section 3 to whom Awards have been granted
from time to time by the Administrator and any authorized transferee of such individual.



(t) “Permitted Successor” means a company that, 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: (i) 50% or more of the outstanding common stock of the
company and the combined voting power of the outstanding securities of the company entitled to vote
generally in the election of directors (in each case determined immediately following the
consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all
or substantially all of the Persons who were the beneficial owners of the Company’s outstanding
Shares and outstanding securities entitled to vote generally in the election of directors
(respectively) immediately prior to the applicable transaction; (ii) no Person other than an
Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common
stock of the company or the combined voting power of the outstanding securities of the company
entitled to vote generally in the election of directors (for these purposes the term Excluded
Holder shall include the company, any subsidiary of the company and any employee benefit plan of
the company or any such subsidiary or any trust holding common stock or other securities of the
company pursuant to the terms of any such employee benefit plan); and (iii) at least a majority of
the Board of the Company is comprised of Continuing Directors.




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



(v) “Performance Award” means an Award, the grant, issuance, retention, vesting or settlement
of which is subject to satisfaction of one or more Qualifying Performance Criteria established
pursuant to Section 14.



(w) “Plan” means the Wolverine World Wide, Inc. Stock Incentive Plan of 2010 as set forth
herein and as amended from time to time.




(x) “Qualifying Performance Criteria” has the meaning set forth in Section 14(b).




(y) “Restricted Stock” means Shares granted pursuant to Section 8 of the Plan.



(z) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 8
pursuant to which Shares or cash in lieu thereof may be issued in the future.


 


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(aa) “Retirement” means the voluntary Termination of Employment by a Participant after the
Participant has attained (i) 50 years of age and seven years of service (as a Director and/or an
employee and/or officer of the Company or a Subsidiary), (ii) 62 years of age, or (iii) such other
age or years of service as shall be determined by the Administrator or as otherwise may be set
forth in the Award agreement or other grant document with respect to a Participant and a particular
Award.



(bb) “Share” means a share of the Company’s common stock, par value $1.00, subject to
adjustment as provided in Section 13.



(cc) “Stock Appreciation Right” means a right granted pursuant to Section 7 of the Plan that
entitles the Participant to receive, in cash or Shares or a combination thereof, as determined by
the Administrator, value equal to or otherwise based on the excess of (i) the Fair Market Value of
a specified number of Shares at the time of exercise over (ii) the exercise price of the right, as
established by the Administrator on the date of grant.



(dd) “Stock Award” means an award of Shares to a Participant pursuant to Section 9 of the
Plan.



(ee) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company where each of the corporations in the unbroken chain other
than the last corporation owns stock possessing at least 50 percent or more of the total combined
voting power of all classes of stock in one of the other corporations in the chain, and if
specifically determined by the Administrator in the context other than with respect to Incentive
Stock Options, may include an entity in which the Company has a significant ownership interest or
that is directly or indirectly controlled by the Company.



(ff) “Termination of Employment” means ceasing to serve as a full-time employee of the Company
and its Subsidiaries or, with respect to a Nonemployee Director or other service provider, ceasing
to serve as such for the Company, except that with respect to all or any Awards held by a
Participant (i) the Administrator may determine, subject to Section 6(d), that an approved leave of
absence or approved employment on a less than full-time basis is not considered a Termination of
Employment, (ii) the Administrator may determine that a transition of employment to service with a
partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the
Company or a Subsidiary is a party is not considered a Termination of Employment, (iii) unless
otherwise determined by the Administrator, service as a member of the Board or other service
provider shall not constitute continued employment with respect to Awards granted to a Participant
while he or she served as an employee and (iv) service as an employee of the Company or a
Subsidiary shall constitute continued employment with respect to Awards granted to a Participant
while he or she served as a member of the Board or other service provider. The Administrator shall
determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary
that employs a Participant, shall be deemed to result in a Termination of Employment with the
Company and its Subsidiaries for purposes of any affected Participant’s Options, and the
Administrator’s decision shall be final and binding.


 


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3. Eligibility




Any Person who is a current or prospective officer or employee of the Company or of any
Subsidiary shall be eligible for selection by the Administrator for the grant of Awards hereunder.
In addition, Nonemployee Directors and any other service providers who have been retained to
provide consulting, advisory or other services to the Company or to any Subsidiary shall be
eligible for the grant of Awards hereunder as determined by the Administrator. Options intending
to qualify as Incentive Stock Options may only be granted to employees of the Company or any
Subsidiary within the meaning of the Code, as selected by the Administrator.



4. Effective Date and Termination of Plan




This Plan was adopted by the Board as of February 11, 2010 (the “Effective Date”), provided
that any grants made prior to the approval of the Plan by the Company’s stockholders shall be
subject to such approval. All Awards granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan by the stockholders prior to the first anniversary of
the date the Board adopts the Plan, by the affirmative vote of the holders of a majority of the
outstanding Shares of the Company present, or represented by proxy, and entitled to vote, at a
meeting of the Company’s stockholders or by written consent in accordance with the laws of the
State of Delaware; provided that if such approval by the stockholders of the Company is not
forthcoming, all Awards previously granted under this Plan shall be void. The Plan shall remain
available for the grant of Awards until the tenth (10th) anniversary of the Effective Date.
Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may
determine. Termination of the Plan will not affect the rights and obligations of the Participants
and the Company arising under Awards theretofore granted and then in effect.



5. Shares Subject to the Plan and to Awards




(a) Aggregate Limits. The aggregate number of Shares issuable pursuant to all Awards shall not
exceed 4,600,000; provided that any Shares granted under Options or Stock Appreciation Rights shall
be counted against this limit on a one-for-one basis and any Shares granted as Awards other than
Options or Stock Appreciation Rights shall be counted against this limit as two (2) Shares for
every one (1) Share subject to such Award. The aggregate number of Shares available for grant
under this Plan and the number of Shares subject to outstanding Awards shall be subject to
adjustment as provided in Section 13. The Shares issued pursuant to Awards granted under this Plan
may be shares that are authorized and unissued or shares that were reacquired by the Company,
including shares purchased in the open market.



(b) Issuance of Shares. For purposes of Section 5(a), the aggregate number of Shares issued
under this Plan at any time shall equal only the number of Shares actually issued upon exercise or
settlement of an Award. Notwithstanding the foregoing, Shares subject to an Award under the Plan
may not again be made available for issuance under the Plan if such Shares are: (i) Shares that
were subject to a stock-settled Stock Appreciation Right and were not issued upon the net
settlement or net exercise of such Stock Appreciation Right, (ii) Shares used to pay the exercise
price of an Option, (iii) Shares delivered to or withheld by the Company to pay the withholding
taxes related an Award, or (iv) Shares repurchased on the open market with the proceeds of an
Option exercise. Shares subject to Awards that have been canceled, expired,
forfeited or otherwise not issued under an Award and Shares subject to Awards settled in cash
shall not count as Shares issued under this Plan.


 


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(c) Tax Code Limits. The aggregate number of Shares subject to Awards granted under this Plan
during any calendar year to any one Participant shall not exceed 3,000,000, which number shall be
calculated and adjusted pursuant to Section 13 only to the extent that such calculation or
adjustment will not affect the status of any Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code but which number shall not count any tandem SARs (as
defined in Section 7). The aggregate number of Shares that may be issued pursuant to the exercise
of Incentive Stock Options granted under this Plan shall not exceed
4,600,000, which number shall
be calculated and adjusted pursuant to Section 13 only to the extent that such calculation or
adjustment will not affect the status of any option intended to qualify as an Incentive Stock
Option under Section 422 of the Code. The maximum cash amount payable pursuant to that portion of
an Incentive Bonus granted in any calendar year to any Participant under this Plan that is intended
to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code
shall not exceed $20 million.



6. Options




(a) Option Awards. Options may be granted at any time and from time to time prior to the
termination of the Plan to Participants as determined by the Administrator. No Participant shall
have any rights as a stockholder with respect to any Shares subject to Option hereunder until said
Shares have been issued. Each Option shall be evidenced by an Award Agreement. Options granted
pursuant to the Plan need not be identical but each Option must contain and be subject to the terms
and conditions set forth below.



(b) Price. The Administrator will establish the exercise price per Share under each Option,
which, in no event will be less than the Fair Market Value of the Shares on the date of grant;
provided, however, that the exercise price per Share with respect to an Option that is granted in
connection with a merger or other acquisition as a substitute or replacement award for options held
by optionees of the acquired entity may be less than 100% of the Fair Market Value of the Shares on
the date such Option is granted if such exercise price is based on a formula set forth in the terms
of the options held by such optionees or in the terms of the agreement providing for such merger or
other acquisition. The exercise price of any Option may be paid in Shares, cash or a combination
thereof, as determined by the Administrator, including an irrevocable commitment by a broker to pay
over such amount from a sale of the Shares issuable under an Option, the delivery of previously
owned Shares and withholding of Shares deliverable upon exercise, or in such other form as is
acceptable to the Administrator.



(c) No Repricing without Stockholder Approval. Other than in connection with a change in the
Company’s capitalization (as described in Section 13) the exercise price of an Option may not be
reduced without stockholder approval (including canceling previously awarded Options and regranting
them with a lower exercise price).



(d) Provisions Applicable to Options. The date on which Options become exercisable shall be
determined at the sole and absolute discretion of the Administrator and set forth in an Award
Agreement. Unless provided otherwise in the applicable Award Agreement, to the extent
that the Administrator determines that an approved leave of absence or employment on a less
than full-time basis is not a Termination of Employment, the vesting period and/or exercisability
of an Option shall be adjusted by the Administrator during or to reflect the effects of any period
during which the Participant is on an approved leave of absence or is employed on a less than
full-time basis.


 


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(e) Term of Options and Termination of Employment: The Administrator shall establish the term
of each Option, which in no case shall exceed a period of ten (10) years from the date of grant.
Unless an Option earlier expires upon the expiration date established pursuant to the foregoing
sentence, upon the termination of the Participant’s employment, his or her rights to exercise an
Option then held shall be only as follows, unless the Administrator specifies otherwise:




(1) General. If a Participant’s Termination of Employment is for any reason other than
the Participant’s death, Disability, Retirement or termination for cause, Options granted to
the Participant may continue to be exercised in accordance with their terms for a period of
three (3) months after such Termination of Employment, but only to the extent the
Participant was entitled to exercise the Options on the date of such termination.




(2) Death. If a Participant dies either while an employee or officer of the Company or
a Subsidiary or member of the Board, or after the Termination of Employment other than for
cause but during the time when the Participant could have exercised an Option, the Options
issued to such Participant shall become fully vested and 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.




(3) Disability. If a Participant’s Termination of Employment is due to Disability, then
all of the Participant’s Options shall immediately fully vest, and the Options held by the
Participant at the time of such termination of employment or service shall be exercisable by
the Participant or the personal representative of such Participant for one year following
such Termination of Employment.




(4) Participant Retirement. Upon a Participant’s Retirement as an employee or officer
of the Company and its Subsidiaries or Retirement from service as a member of the Board,
then all of the Participant’s Options shall immediately fully vest, and the Options held by
the Participant at the time of such Retirement shall be exercisable by the Participant or
the personal representative of such Participant during the remaining term of the Options.




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


 


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(f) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 6, in
the case of the grant of an Option intending to qualify as an Incentive Stock Option:
(i) if the Participant owns stock possessing more than 10 percent of the combined voting power
of all classes of stock of the Company, the exercise price of such Option must be at least 110
percent of the Fair Market Value of the Shares on the date of grant and the Option must expire
within a period of not more than five (5) years from the date of grant, and (ii) Termination of
Employment will occur when the person to whom an Award was granted ceases to be an employee (as
determined in accordance with Section 3401(c) of the Code and the regulations promulgated
thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 6 to the
contrary, options designated as Incentive Stock Options shall not be eligible for treatment under
the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the
extent that either (a) the aggregate Fair Market Value of Shares (determined as of the time of
grant) with respect to which such Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000,
taking Options into account in the order in which they were granted, or (b) such Options otherwise
remain exercisable but are not exercised within three (3) months of Termination of Employment (or
such other period of time provided in Section 422 of the Code).



7. Stock Appreciation Rights




Stock Appreciation Rights may be granted to Participants from time to time either in tandem
with or as a component of other Awards granted under the Plan (“tandem SARs”) or not in conjunction
with other Awards (“freestanding SARs”) and may, but need not, relate to a specific Option granted
under Section 6. The provisions of Stock Appreciation Rights need not be the same with respect to
each grant or each recipient. Any Stock Appreciation Right granted in tandem with an Award may be
granted at the same time such Award is granted or at any time thereafter before exercise or
expiration of such Award. All freestanding SARs shall be granted subject to the same terms and
conditions applicable to Options as set forth in Section 6 and all tandem SARs shall have the same
exercise price, vesting, exercisability, forfeiture and termination provisions as the Award to
which they relate. Subject to the provisions of Section 6 and the immediately preceding sentence,
the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right
as it shall deem appropriate. Stock Appreciation Rights may be settled in Shares, cash or a
combination thereof, as determined by the Administrator and set forth in the applicable Award
Agreement. Other than in connection with a change in the Company’s capitalization (as described in
Section 13) the exercise price of Stock Appreciation Rights may not be reduced without stockholder
approval (including canceling previously awarded Stock Appreciation Rights and regranting them with
a lower exercise price).



8. Restricted Stock and Restricted Stock Units




(a) Restricted Stock and Restricted Stock Unit Awards. Restricted Stock and Restricted Stock
Units may be granted at any time and from time to time prior to the termination of the Plan to
Participants as determined by the Administrator. Restricted Stock is an award or issuance of Shares
the grant, issuance, retention, vesting and/or transferability of which is subject during specified
periods of time to such conditions (including continued employment or performance conditions) and
terms as the Administrator deems appropriate. Restricted Stock Units are Awards denominated in
units of Shares under which the issuance of Shares is subject to such conditions (including
continued employment or performance conditions) and terms as the
Administrator deems appropriate. Each grant of Restricted Stock and Restricted Stock Units
shall be evidenced by an Award Agreement. Unless determined otherwise by the Administrator, each
Restricted Stock Unit will be equal to one Share and will entitle a Participant to either the
issuance of Shares or payment of an amount of cash determined with reference to the value of
Shares. To the extent determined by the Administrator, Restricted Stock and Restricted Stock Units
may be satisfied or settled in Shares, cash or a combination thereof. Restricted Stock and
Restricted Stock Units granted pursuant to the Plan need not be identical but each grant of
Restricted Stock and Restricted Stock Units must contain and be subject to the terms and conditions
set forth below.


 


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(b) Contents of Agreement. Each Award Agreement shall contain provisions regarding (i) the
number of Shares or Restricted Stock Units subject to such Award or a formula for determining such
number, (ii) the purchase price of the Shares, if any, and the means of payment, (iii) the
performance criteria, if any, and level of achievement versus these criteria that shall determine
the number of Shares or Restricted Stock Units granted, issued, retainable and/or vested, (iv) such
terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares or Restricted
Stock Units as may be determined from time to time by the Administrator, (v) the term of the
performance period, if any, as to which performance will be measured for determining the number of
such Shares or Restricted Stock Units, and (vi) restrictions on the transferability of the Shares
or Restricted Stock Units. Shares issued under a Restricted Stock Award may be issued in the name
of the Participant and held by the Participant or held by the Company, in each case as the
Administrator may provide.



(c) Vesting and Performance Criteria. The grant, issuance, retention, vesting and/or
settlement of shares of Restricted Stock and Restricted Stock Units will occur when and in such
installments as the Administrator determines or under criteria the Administrator establishes, which
may include Qualifying Performance Criteria. Notwithstanding anything in this Plan to the contrary,
the performance criteria for any Restricted Stock or Restricted Stock Unit that is intended to
satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code will
be a measure based on one or more Qualifying Performance Criteria selected by the Administrator and
specified when the Award is granted.




(d) Termination of Employment. Unless the Administrator provides otherwise:




(i) General. In the event of Termination of Employment for any reason other than death,
Disability or Retirement, any Restricted Stock or Restricted Stock Units still subject in
full or in part to restrictions at the date of such Termination of Employment shall
automatically be forfeited and returned to the Company.




(ii) Death, Retirement or Disability. In the event a Participant’s Termination of
Employment is because of death, Disability or Retirement, the restrictions remaining on any
or all Shares remaining subject to a Restricted Stock or Restricted Stock Unit Award shall
lapse.



(e) Discretionary Adjustments and Limits. Subject to the limits imposed under
Section 162(m) of the Code for Awards that are intended to qualify as “performance-based
compensation,” notwithstanding the satisfaction of any performance goals, the number of Shares
granted, issued, retainable and/or vested under an Award of Restricted Stock or Restricted
Stock Units on account of either financial performance or personal performance evaluations may, to
the extent specified in the Award Agreement, be reduced, but not increased, by the Administrator on
the basis of such further considerations as the Administrator shall determine.


 


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(f) Voting Rights. Unless otherwise determined by the Administrator, Participants holding
shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those
shares during the period of restriction. Participants shall have no voting rights with respect to
Shares underlying Restricted Stock Units unless and until such Shares are reflected as issued and
outstanding shares on the Company’s stock ledger.



(g) Dividends and Distributions. Participants in whose name Restricted Stock is granted shall
be entitled to receive all dividends and other distributions paid with respect to those Shares,
unless determined otherwise by the Administrator. The Administrator will determine whether any such
dividends or distributions will be automatically reinvested in additional shares of Restricted
Stock and subject to the same restrictions on transferability as the Restricted Stock with respect
to which they were distributed or whether such dividends or distributions will be paid in cash.
Shares underlying Restricted Stock Units shall be entitled to dividends or dividend equivalents
only to the extent provided by the Administrator.



(h) Payment of Restricted Stock Units. In all events, unless payment with respect to a
Restricted Stock Unit is deferred in a manner consistent with Section 409A of the Code, the Shares
and/or cash underlying such Restricted Stock Unit shall be paid to the Participant no later than
two and one-half months following the end of the year in which the Restricted Stock Unit is no
longer subject to a substantial risk of forfeiture.



(i) Legending of Restricted Stock. The Administrator may also require that certificates
representing shares of Restricted Stock be retained and held in escrow by a designated employee or
agent of the Company or any Subsidiary until any restrictions applicable to shares of Restricted
Stock so retained have been satisfied or lapsed. Any certificates evidencing shares of Restricted
Stock awarded pursuant to the Plan shall bear the following legend:




The shares represented by this certificate were issued subject to certain restrictions under
the Wolverine World Wide, Inc. Stock Incentive Plan of 2010 (the “Plan”). This certificate
is held subject to the terms and conditions contained in a restricted stock agreement that
includes a prohibition against the sale or transfer of the stock represented by this
certificate except in compliance with that agreement and that provides for forfeiture upon
certain events. Copies of the Plan and the restricted stock agreement are on file in the
office of the Secretary of the Company.



9. Stock Awards




(a) Grant. Stock Awards may be granted at any time and from time to time prior to the
termination of the Plan to Participants as determined by the Administrator. Stock Awards shall be
subject to such terms and conditions, consistent with the other provisions of the Plan, as may be
determined by the Administrator.



(b) Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and
other rights with respect to Shares issued to the Participant as a Stock Award under this Section 9
upon the Participant becoming the holder of record of the Shares granted pursuant to such Stock
Award; provided, that the Administrator may impose such restrictions on the assignment or transfer
of Shares awarded pursuant to a Stock Award as it considers appropriate.


 


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10. Incentive Bonuses




(a) General. Each Incentive Bonus Award will confer upon the Participant the opportunity to
earn a future payment tied to the level of achievement with respect to one or more performance
criteria established for a performance period of not less than one year.



(b) Incentive Bonus Document. Unless otherwise determined by the Administrator, the terms of
any Incentive Bonus will be set forth in an Award Agreement. Each Award Agreement evidencing an
Incentive Bonus shall contain provisions regarding (i) the target and maximum amount payable to the
Participant as an Incentive Bonus, (ii) the performance criteria and level of achievement versus
these criteria that shall determine the amount of such payment, (iii) the term of the performance
period as to which performance shall be measured for determining the amount of any payment,
(iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation
or transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture provisions and
(vii) such further terms and conditions, in each case not inconsistent with this Plan as may be
determined from time to time by the Administrator.



(c) Performance Criteria. The Administrator shall establish the performance criteria and level
of achievement versus these criteria that shall determine the target and maximum amount payable
under an Incentive Bonus, which criteria may be based on financial performance and/or personal
performance evaluations. The Administrator may specify the percentage of the target Incentive Bonus
that is intended to satisfy the requirements for “performance-based compensation” under
Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance
criteria for any portion of an Incentive Bonus that is intended by the Administrator to satisfy the
requirements for “performance-based compensation” under Section 162(m) of the Code shall be a
measure based on one or more Qualifying Performance Criteria (as defined in Section 14(b)) selected
by the Administrator and specified at the time the Incentive Bonus is granted. The Administrator
shall certify the extent to which any Qualifying Performance Criteria has been satisfied, and the
amount payable as a result thereof, prior to payment of any Incentive Bonus that is intended to
satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code.



(d) Timing and Form of Payment. The Administrator shall determine the timing of payment of any
Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in
Shares, as determined by the Administrator. The Administrator may provide for or, subject to such
terms and conditions as the Administrator may specify, may permit a Participant to elect for the
payment of any Incentive Bonus to be deferred to a specified date or event. In all events, unless
payment of an Incentive Bonus is deferred in a manner consistent with Section 409A of the Code, any
Incentive Bonus shall be paid to the Participant no later than two and one-half months following
the end of the year in which the Incentive Bonus is no longer subject to a substantial risk of
forfeiture.



(e) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the
amount paid under an Incentive Bonus on account of either financial performance or personal
performance evaluations may, to the extent specified in the Award Agreement or other document
evidencing the Award, be reduced, but not increased, by the Administrator on the basis of such
further considerations as the Administrator shall determine.


 


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11. Deferral of Gains




The Administrator may, in an Award Agreement or otherwise, provide for the deferred delivery
of Shares upon settlement, vesting or other events with respect to Restricted Stock or Restricted
Stock Units, or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein
to the contrary, in no event will any deferral of the delivery of Shares or any other payment with
respect to any Award be allowed if the Administrator determines, in its sole and absolute
discretion, that the deferral would result in the imposition of the additional tax under
Section 409A(a)(1)(B) of the Code. No award shall provide for deferral of compensation that does
not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically
provides that the Award is not intended to comply with Section 409A of the Code. The Company shall
have no liability to a Participant, or any other party, if an Award that is intended to be exempt
from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action
taken by the Board.



12. Conditions and Restrictions Upon Securities Subject to Awards




The Administrator may provide that the Shares issued upon exercise of an Option or Stock
Appreciation Right or otherwise subject to or issued under an Award shall be subject to such
further agreements, restrictions, conditions or limitations as the Administrator in its sole and
absolute discretion may specify prior to the exercise of such Option or Stock Appreciation Right or
the grant, vesting or settlement of such Award, including without limitation, conditions on vesting
or transferability, forfeiture or repurchase provisions and method of payment for the Shares issued
upon exercise, vesting or settlement of such Award (including the actual or constructive surrender
of Shares already owned by the Participant) or payment of taxes arising in connection with an
Award. Without limiting the foregoing, such restrictions may address the timing and manner of any
resales by the Participant or other subsequent transfers by the Participant of any Shares issued
under an Award, including without limitation (i) restrictions under an insider trading policy or
pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and
manner of sales by Participant and holders of other Company equity compensation arrangements,
(iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers
and (iv) provisions requiring Shares to be sold on the open market or to the Company in order to
satisfy tax withholding or other obligations.



13. Adjustment of and Changes in the Stock




(a) General. The number and kind of Shares available for issuance under this Plan (including
under any Awards then outstanding), and the number and kind of Shares subject to the limits set
forth in Section 5 of this Plan, shall be equitably adjusted by the Administrator to reflect any
reorganization, reclassification, combination of shares, stock split, reverse stock split,
spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly
cash dividends), or any other event or transaction that affects the number or kind of Shares
outstanding. Such adjustment may be designed to comply with Section 425 of the Code or may be
designed to treat the Shares available under the Plan and subject to Awards as if they were all
outstanding on the record date for such event or transaction or to increase the number of such
Shares to reflect a deemed reinvestment in Shares of the amount distributed to the Company’s
securityholders. The terms of any outstanding Award shall also be equitably adjusted by the
Administrator as to price, number or kind of Shares subject to such Award, vesting, and other terms
to reflect the foregoing events, which adjustments need not be uniform as between different Awards
or different types of Awards.


 


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In the event there shall be any other change in the number or kind of outstanding Shares, or
any stock or other securities into which such Shares shall have been changed, or for which it shall
have been exchanged, by reason of a change of control, other merger, consolidation or otherwise,
then the Administrator shall determine the appropriate and equitable adjustment to be effected. In
addition, in the event of such change described in this paragraph, the Administrator may accelerate
the time or times at which any Award may be exercised and may provide for cancellation of such
accelerated Awards that are not exercised within a time prescribed by the Administrator in its sole
and absolute discretion.



No right to purchase fractional shares shall result from any adjustment in Awards pursuant to
this Section 13. In case of any such adjustment, the Shares subject to the Award shall be rounded
down to the nearest whole Share with respect to Options and Stock Appreciation Rights. The Company
shall notify Participants holding Awards subject to any adjustments pursuant to this Section 13 of
such adjustment, but (whether or not notice is given) such adjustment shall be effective and
binding for all purposes of the Plan.



(b) Change in Control. The Administrator may determine the effect of a Change in Control on
outstanding Awards in a manner that, in the Administrator’s reasonable discretion, is fair and
equitable to Participants. Such effects, which need not be the same for every Participant, may
include, without limitation: (x) the substitution for the Shares subject to any outstanding Award,
or portion thereof, stock or other securities of the surviving corporation or any successor
corporation to the Company, or a parent or subsidiary thereof, in which event the aggregate
purchase or exercise price, if any, of such Award, or portion thereof, shall remain the same,
and/or (y) the conversion of any outstanding Award, or portion thereof, into a right to receive
cash or other property upon or following the consummation of the Change in Control in an amount
equal to the value of the consideration to be received by holders of Shares in connection with such
transaction for one Share, less the per share purchase or exercise price of such Award, if any,
multiplied by the number of Shares subject to such Award, or a portion thereof. Notwithstanding
the foregoing, unless otherwise determined by the Administrator, Awards shall be treated as follows
in connection with a Change in Control:



(i) Acceleration of Vesting. Without action by the Administrator or the Board: (a) all
outstanding Options and Stock Appreciation Rights shall become immediately exercisable in full and
shall remain exercisable during the remaining terms thereof, regardless of whether the Participants
to whom such Options and Stock Appreciation Rights have been granted remain in the employ or
service of the Company or any Subsidiary; and (b) all other outstanding Awards shall become
immediately fully vested and exercisable and nonforfeitable; and


 


13









 





(ii) Cash Payment for Stock Options/Stock Appreciation Rights. Without the consent of any
Participant affected thereby, the Administrator may determine that some or all Participants holding
outstanding Options and/or Stock Appreciation Rights shall receive, with respect to some or all of
the Shares subject to such Options and/or Stock Appreciation Rights, 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 Options and/or Stock Appreciation Rights.



14. Qualifying Performance-Based Compensation




(a) General. The Administrator may establish performance criteria and level of achievement
versus such criteria that shall determine the number of Shares to be granted, retained, vested,
issued or issuable under or in settlement of or the amount payable pursuant to an Award, which
criteria may be based on Qualifying Performance Criteria or other standards of financial
performance and/or personal performance evaluations. In addition, the Administrator may specify
that an Award or a portion of an Award is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m) of the Code, provided that the performance
criteria for such Award or portion of an Award that is intended by the Administrator to satisfy the
requirements for “performance-based compensation” under Section 162(m) of the Code shall be a
measure based on one or more Qualifying Performance Criteria selected by the Administrator and
specified at the time the Award is granted. The Administrator shall certify the extent to which any
Qualifying Performance Criteria has been satisfied, and the amount payable as a result thereof,
prior to payment, settlement or vesting of any Award that is intended to satisfy the requirements
for “performance-based compensation” under Section 162(m) of the Code.



(b) Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying
Performance Criteria” shall mean any one or more of the following performance criteria, or
derivations of such performance criteria, either individually, alternatively or in any combination,
applied to either the Company as a whole or to a business unit or Subsidiary, either individually,
alternatively or in any combination, and measured either annually or cumulatively over a period of
years, on an absolute basis or relative to a pre-established target, to previous years’ results or
to a designated comparison group, in each case as specified by the Administrator: (i) net earnings
or earnings per share (including earnings before interest, taxes, depreciation and/or
amortization), (ii) income, net income or operating income, (iii) revenues, (iv) net sales, (v)
return on sales, (vi) return on equity, (vii) return on capital (including return on total capital
or return on invested capital), (viii) return on assets or net assets, (ix) earnings per share, (x)
economic value added measurements, including BVA, (xi) return on invested capital, (xii) return on
operating revenue, (xiii) cash flow (before or after dividends), (xiv) stock price, (xv) total
stockholder return, (xvi) market capitalization, (xvii) economic value added, (xviii) debt leverage
(debt to capital), (xix) operating profit or net operating profit, (xx) operating margin or profit
margin, (xxi) cash from operations, (xxii) market share, (xxiii) product development or release
schedules, (xxiv) new product innovation, (xxv) cost reductions, (xxvi) customer service, or
(xxvii) customer satisfaction. To the extent consistent with Section 162(m) of the Code, the
Administrator (A) may appropriately adjust any evaluation of performance under a Qualifying
Performance Criteria to eliminate the effects of charges for restructurings, discontinued
operations, extraordinary items and all items of gain, loss or expense determined to be
extraordinary or unusual in nature or related to the disposal of a segment of a business or related
to a change in accounting principle all as determined in accordance with standards established by
opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30) or other applicable or
successor accounting provisions, as well as the cumulative effect of accounting changes, in each
case as determined in accordance with generally accepted accounting principles or identified in the
Company’s financial statements or notes to the financial statements, and (B) may appropriately
adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the
following events that occurs during a performance period: (i) asset write-downs, (ii) litigation,
claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or
provisions affecting reported results, and (iv) accruals of any amounts for payment under this Plan
or any other compensation arrangement maintained by the Company.


 


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15. Transferability




Unless the Administrator determines otherwise, each Award may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or
the laws of descent and distribution, and each Option or Stock Appreciation Right shall be
exercisable only by the Participant during his or her lifetime. To the extent permitted by the
Administrator, the person to whom an Award is initially granted (the “Grantee”) may transfer an
Award to any “family member” of the Grantee (as such term is defined in Section 1(a)(5) of the
General Instructions to Form S-8 under the Securities Act of 1933, as amended (“Form S-8”)), to
trusts solely for the benefit of such family members and to partnerships in which such family
members and/or trusts are the only partners; provided that, (i) as a condition thereof, the
transferor and the transferee must execute a written agreement containing such terms as specified
by the Administrator, and (ii) the transfer is pursuant to a gift or a domestic relations order to
the extent permitted under the General Instructions to Form S-8. Except to the extent specified
otherwise in the agreement the Administrator provides for the Grantee and transferee to execute,
all vesting, exercisability and forfeiture provisions that are conditioned on the Grantee’s
continued employment or service shall continue to be determined with reference to the Grantee’s
employment or service (and not to the status of the transferee) after any transfer of an Award
pursuant to this Section 15, and the responsibility to pay any taxes in connection with an Award
shall remain with the Grantee notwithstanding any transfer other than by will or intestate
succession.



16. Suspension or Termination of Awards




Except as otherwise provided by the Administrator, if at any time (including after a notice of
exercise has been delivered or an award has vested) the Company’s chief executive officer or any
other person designated by the Administrator (each such person, an “Authorized Officer”) reasonably
believes that a Participant may have committed an Act of Misconduct as described in this
Section 16, the Authorized Officer, Administrator or the Board may suspend the Participant’s rights
to exercise any Option, to vest in an Award, and/or to receive payment for or receive Shares in
settlement of an Award pending a determination of whether an Act of Misconduct has been committed.


 


15









 





If the Administrator or an Authorized Officer determines a Participant has committed an act of
embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any
Subsidiary, breach of fiduciary duty or deliberate disregard of the Company or Subsidiary rules
resulting in loss, damage or injury to the Company or any Subsidiary, or if a Participant makes an
unauthorized disclosure of any Company or Subsidiary trade secret or confidential information,
solicits any employee or service provider to leave the employ or cease providing services to the
Company or any Subsidiary, breaches any intellectual property or assignment of inventions covenant,
engages in any conduct constituting unfair competition, breaches any non-competition agreement,
induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary
or to cease doing business with the Company or any Subsidiary, or induces any principal for whom
the Company or any Subsidiary acts as agent to terminate such agency relationship (any of the
foregoing acts, an “Act of Misconduct”), then except as otherwise provided by the Administrator,
including through any agreement approved by the Administrator, (i) neither the Participant nor his
or her estate nor transferee shall be entitled to exercise any Option or Stock Appreciation Right
whatsoever, vest in or have the restrictions on an Award lapse, or otherwise receive payment of an
Award, (ii) the Participant will forfeit all outstanding Awards and (iii) the Participant may be
required, at the Administrator’s sole and absolute discretion, to return and/or repay to the
Company any then unvested Shares previously issued under the Plan. In making such determination,
the Administrator or an Authorized Officer shall give the Participant an opportunity to appear and
present evidence on his or her behalf at a hearing before the Administrator or its designee or an
opportunity to submit written comments, documents, information and arguments to be considered by
the Administrator.



17. Compliance with Laws and Regulations




This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the
obligation of the Company to sell, issue or deliver Shares under such Awards, shall be subject to
all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules
and regulations, and to such approvals by any governmental or regulatory agency as may be required.
The Company shall not be required to register in a Participant’s name or deliver any Shares prior
to the completion of any registration or qualification of such shares under any foreign, federal,
state or local law or any ruling or regulation of any government body which the Administrator shall
determine to be necessary or advisable. To the extent the Company is unable to or the Administrator
deems it infeasible to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect
to the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained. No Option shall be exercisable and no Shares shall be issued and/or transferable
under any other Award unless a registration statement with respect to the Shares underlying such
Option is effective and current or the Company has determined that such registration is
unnecessary.



In the event an Award is granted to or held by a Participant who is employed or providing
services outside the United States, the Administrator may, in its sole and absolute discretion,
modify the provisions of the Plan or of such Award as they pertain to such individual to comply
with applicable foreign law or to recognize differences in local law, currency or tax policy. The
Administrator may also impose conditions on the grant, issuance, exercise, vesting, settlement or
retention of Awards in order to comply with such foreign law and/or to minimize the Company’s
obligations with respect to tax equalization for Participants employed outside their home country.


 


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18. Withholding




To the extent required by applicable federal, state, local or foreign law, a Participant shall
be required to satisfy, in a manner satisfactory to the Company, any withholding tax obligations
that arise by reason of an Option exercise, disposition of Shares issued under an Incentive Stock
Option, the vesting of or settlement of an Award, an election pursuant to Section 83(b) of the Code
or otherwise with respect to an Award. To the extent a Participant makes an election under
Section 83(b) of the Code, within ten days of filing such election with the Internal Revenue
Service, the Participant must notify the Company in writing of such election. The Company and its
Subsidiaries shall not be required to issue Shares, make any payment or to recognize the transfer
or disposition of Shares until all such obligations are satisfied. The Administrator may provide
for or permit these obligations to be satisfied through the mandatory or elective sale of Shares
and/or by having the Company withhold a portion of the Shares that otherwise would be issued to him
or her upon exercise of the Option or the vesting or settlement of an Award, or by tendering Shares
previously acquired.



19. Administration of the Plan




(a) Administrator of the Plan. The Plan shall be administered by the Administrator who shall
be the Compensation Committee of the Board or, in the absence of a Compensation Committee, the
Board itself. Any power of the Administrator may also be exercised by the Board, except to the
extent that the grant or exercise of such authority would cause any Award or transaction to become
subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of
the Act or cause an Award designated as a Performance Award not to qualify for treatment as
performance-based compensation under Section 162(m) of the Code. To the extent that any permitted
action taken by the Board conflicts with action taken by the Administrator, the Board action shall
control. The Compensation Committee may by resolution authorize one or more officers of the Company
to perform any or all things that the Administrator is authorized and empowered to do or perform
under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as
the Administrator; provided, however, that no such officer shall designate himself or herself as a
recipient of any Awards granted under authority delegated to such officer. The Compensation
Committee hereby designates the Company’s chief executive officer, the Company’s chief financial
officer, the Secretary of the Company, and the head of the Company’s human resource function to
assist the Administrator in the administration of the Plan and execute agreements evidencing Awards
made under this Plan or other documents entered into under this Plan on behalf of the Administrator
or the Company. In addition, the Compensation Committee may delegate any or all aspects of the
day-to-day administration of the Plan to one or more officers or employees of the Company or any
Subsidiary, and/or to one or more agents.


 


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(b) Powers of Administrator. Subject to the express provisions of this Plan, the Administrator
shall be authorized and empowered to do all things that it determines to be necessary or
appropriate in connection with the administration of this Plan, including, without
limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan
and to define terms not otherwise defined herein; (ii) to determine which persons are Participants,
to which of such Participants, if any, Awards shall be granted hereunder and the timing of any such
Awards; (iii) to grant Awards to Participants and determine the terms and conditions thereof,
including the number of Shares subject to Awards and the exercise or purchase price of such Shares
and the circumstances under which Awards become exercisable or vested or are forfeited or expire,
which terms may but need not be conditioned upon the passage of time, continued employment, the
satisfaction of performance criteria, the occurrence of certain events (including a Change in
Control), or other factors; (iv) to establish and verify the extent of satisfaction of any
performance goals or other conditions applicable to the grant, issuance, exercisability, vesting
and/or ability to retain any Award; (v) to prescribe and amend the terms of the agreements or other
documents evidencing Awards made under this Plan (which need not be identical) and the terms of or
form of any document or notice required to be delivered to the Company by Participants under this
Plan; (vi) to determine the extent to which adjustments are required pursuant to Section 13;
(vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms
and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the
Administrator, in good faith, determines that it is necessary to do so in light of extraordinary
circumstances and for the benefit of the Company; (viii) to approve corrections in the
documentation or administration of any Award; and (ix) to make all other determinations deemed
necessary or advisable for the administration of this Plan. The Administrator may, in its sole and
absolute discretion, without amendment to the Plan, waive or amend the operation of Plan provisions
respecting exercise after termination of employment or service to the Company or an Affiliate and,
except as otherwise provided herein, adjust any of the terms of any Award. The Administrator may
also (A) accelerate the date on which any Award granted under the Plan becomes exercisable or
(B) accelerate the vesting date or waive or adjust any condition imposed hereunder with respect to
the vesting or exercisability of an Award, provided that the Administrator, in good faith,
determines that such acceleration, waiver or other adjustment is necessary or desirable in light of
extraordinary circumstances. Notwithstanding anything in the Plan to the contrary, no Award
outstanding under the Plan may be repriced, regranted through cancellation or otherwise amended to
reduce the exercise price applicable thereto (other than with respect to adjustments made in
connection with a transaction or other change in the Company’s capitalization as described in
Section 13) without the approval of the Company’s stockholders.



(c) Determinations by the Administrator. All decisions, determinations and interpretations by
the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and
conditions of or operation of any Award granted hereunder, shall be final and binding on all
Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the
Plan or any Award. The Administrator shall consider such factors as it deems relevant, in its sole
and absolute discretion, to making such decisions, determinations and interpretations including,
without limitation, the recommendations or advice of any officer or other employee of the Company
and such attorneys, consultants and accountants as it may select.



(d) Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a
Subsidiary, such grant may, if the Administrator so directs, be implemented by the Company issuing
any subject Shares to the Subsidiary, for such lawful consideration as the Administrator may
determine, upon the condition or understanding that the Subsidiary will
transfer the Shares to the Participant in accordance with the terms of the Award specified by
the Administrator pursuant to the provisions of the Plan. Notwithstanding any other provision
hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted
on such date as the Administrator shall determine.


 


18









 





(e) Indemnification of Administrator. Neither any member nor former member of the
Administrator nor any individual to whom authority is or has been delegated shall be personally
responsible or liable for any act or omission in connection with the performance of powers or
duties or the exercise of discretion or judgment in the administration and implementation of the
Plan. Each person who is or shall have been a member of the Administrator 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 Administrator’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 employee, officer, agent or expert employed or retained by the
Administrator or the Company.



20. Amendment of the Plan or Awards




The Board may amend, alter or discontinue this Plan and the Administrator may amend or alter
any agreement or other document evidencing an Award made under this Plan but, except as provided
pursuant to the provisions of Section 13, no such amendment shall, without the approval of the
stockholders of the Company:




(a) increase the maximum number of Shares for which Awards may be granted under this Plan;



(b) reduce the price at which Options or Stock Appreciation Rights may be granted below the
price provided for in Section 6(a);




(c) reduce the exercise price of outstanding Options or Stock Appreciation Rights;




(d) extend the term of this Plan;




(e) change the class of persons eligible to be Participants;



(f) otherwise amend the Plan in any manner requiring stockholder approval by law or under the
New York Stock Exchange listing requirements; or




(g) increase the individual maximum limits in Sections 5(c).



No amendment or alteration to the Plan or an Award or Award Agreement shall be made which
would impair the rights of the holder of an Award, without such holder’s consent, provided that no
such consent shall be required if the Administrator determines in its sole and absolute discretion
and prior to the date of any Change in Control that such amendment or alteration either is required
or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to
meet the requirements of or avoid adverse financial accounting consequences under any accounting
standard. In addition, 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.


 


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21. No Liability of Company




The Company and any Subsidiary or affiliate which is in existence or hereafter comes into
existence shall not be liable to a Participant or any other person as to: (a) the non-issuance or
sale of Shares as to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance
and sale of any Shares hereunder; and (b) any tax consequence expected, but not realized, by any
Participant or other person due to the receipt, exercise or settlement of any Award granted
hereunder.



22. Non-Exclusivity of Plan




Neither the adoption of this Plan by the Board nor the submission of this Plan to the
stockholders of the Company for approval shall be construed as creating any limitations on the
power of the Board or the Administrator to adopt such other incentive arrangements as either may
deem desirable, including without limitation, the granting of restricted stock or stock options
otherwise than under this Plan or an arrangement not intended to qualify under Code Section 162(m),
and such arrangements may be either generally applicable or applicable only in specific cases.



23. Governing Law




This Plan and any agreements or other documents hereunder shall be interpreted and construed
in accordance with the laws of Delaware and applicable federal law. Any reference in this Plan or
in the agreement or other document evidencing any Awards to a provision of law or to a rule or
regulation shall be deemed to include any successor law, rule or regulation of similar effect or
applicability.



24. No Right to Employment, Reelection or Continued Service




Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right
of the Company, its Subsidiaries and/or its affiliates to terminate any Participant’s employment,
service on the Board or service for the Company at any time or for any reason not prohibited by
law, nor shall this Plan or an Award itself confer upon any Participant any right to continue his
or her employment or service for any specified period of time. Neither an Award nor any benefits
arising under this Plan shall constitute an employment contract with the Company, any Subsidiary
and/or its affiliates. Subject to Sections 4 and 20, this Plan and the benefits hereunder may be
terminated at any time in the sole and exclusive discretion of the Board without giving rise to any
liability on the part of the Company, its Subsidiaries and/or its affiliates.



25. Unfunded Plan




The Plan is intended to be an unfunded plan. Participants are and shall at all times be
general creditors of the Company with respect to their Awards. If the Administrator or the
Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the
Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the
event of its bankruptcy or insolvency.




 


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