EX-10.32




 Exhibit 10.32 
  

 FORM OF PERFORMANCE SHARE AWARD AGREEMENT 

 

	
	Performance Share Agreement #    

 PERFORMANCE SHARE AWARD AGREEMENT 

This Performance Share Award Agreement (“Agreement”) is made as of the award date set forth in the grant, between WOLVERINE
WORLD WIDE, INC., a Delaware corporation (“Wolverine” or the “Company”), and the employee accepting the grant (“Employee”). 
 Wolverine World Wide, Inc. has an Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan) that the Compensation Committee of Wolverine’s Board of Directors (the
“Committee”) administers. The Committee makes long term incentive awards to encourage longer range strategic planning, cooperation among all the units of the Company, and executive officers and key management individuals to enter and
continue in the employ of the Company. Wolverine has a Stock Incentive Plan of 2010 (the “Plan”) that also is administered by the Committee, under which the Committee may award restricted stock as all or part of a long term incentive
award. Both the 3-Year Bonus Plan and the Plan have been approved by the Company’s shareholders. 
 The Committee has
determined that Employee is eligible to participate in the Plan for a long term incentive award, the Employee’s participation level, and the criteria for the award. The Committee has awarded to Employee shares of Wolverine’s common stock
subject to terms, conditions and restrictions contained in this Agreement and in the Plan (the “Performance Share Award”). Employee acknowledges receipt of a copy of the Plan and accepts this Performance Share Award subject to all of those
terms, conditions and restrictions. 
 1. Award. Wolverine hereby awards to Employee a number of shares of
Wolverine’s common stock, $1 par value, as set forth in the grant (the “Performance Restricted Stock”). The Performance Restricted Stock is subject to the restrictions imposed under this Agreement and the Plan (“Stock
Restrictions”). The periods during which Performance Restricted Stock is subject to the Stock Restrictions shall be known as “Restricted Periods.” Unless otherwise determined by the Committee, Employee’s “Incentive
Award” will be the number of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse. 
 2.
Transferability. Until the Stock Restrictions lapse as set forth in section 3 below, the Plan provides that Performance Restricted Stock is generally not transferable by Employee except by will or according to the laws of descent and
distribution. The Plan further provides that all rights with respect to the Performance Restricted Stock are exercisable during Employee’s lifetime only by Employee, Employee’s guardian, or legal representative. Wolverine shall place an
appropriate legend upon any certificate representing shares of Performance Restricted Stock and may also issue appropriate stop transfer instructions to its transfer agent with respect to such shares. 

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








 Exhibit 10.32 
  

 4. Registration and Listing; Securities Laws. 

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

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

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

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

(b) If the Employment Termination is: 
 (i) due to Employee’s: 
 (1) disability (as defined in
Wolverine’s long-term disability plan); 
 (2) death; 

(3) voluntary termination after Employee has attained 50 years of age and seven years of service as an employee of
Wolverine or its Subsidiaries, or 62 years of age, or such other age or years of service as may be determined by the Committee in its sole discretion; or 
 (ii) due to such other circumstances as the Committee in its discretion allows; 
 then the number
of shares of Performance Restricted Stock on which the Stock Restrictions lapse at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as the Committee directs. If there is an Award
Termination, the Committee may in its discretion allow the Stock Restrictions to lapse on some or all of the Performance Restricted Stock, calculated as set forth in subsection (c) or in such other manner as the Committee directs. 

(c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in
Schedule 1, the number of shares on which the Stock Restrictions would have lapsed if Employee’s employment or Performance Share Award had not been terminated prior to the certification. That number of shares shall then be multiplied by a
fraction, the 








 Exhibit 10.32 
  

 
numerator of which shall be the number of full months during the Performance Period prior to the Employment Termination or Award Termination (as applicable) and the denominator of which shall be
the total number of months in the Performance Period. The result of the calculation in the preceding sentence shall be the Employee’s “Prorated Incentive Award” for the Performance Period, which will be the number of shares of
Performance Restricted Stock on which the Stock Restrictions shall lapse. The remainder of the Performance Share Award shall be forfeited. 
 6. Employment by Wolverine. The award of Performance Restricted Stock under this Agreement shall not impose upon Wolverine or any of its Subsidiaries any obligation to retain Employee in its employ
for any given period or upon any specific terms of employment. Wolverine or any of its Subsidiaries may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly
provided in any written agreement with Employee. 
 7. Stockholder Rights. During the Restricted Period, Employee shall
have all voting and liquidation rights with respect to the Performance Restricted Stock held of record by Employee as if Employee held unrestricted common stock; provided, however, that the portion of any Performance Share Award on which the Stock
Restrictions have not lapsed shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this Agreement or the Plan. Any cash and stock dividends with respect to any Performance Restricted Stock will be
withheld by the Company for the Award Recipient’s account and will be paid upon the lapsing of the Stock Restrictions imposed on the Performance Restricted Stock in respect of which the dividends were paid, and any dividends deferred in respect
of any Performance Restricted Stock will be forfeited upon the forfeiture of such Performance Restricted Stock. Any noncash dividends or distributions paid with respect to shares of Performance Restricted Stock on which the Stock Restrictions have
not lapsed shall be subject to the same restrictions as those relating to the Performance Restricted Stock awarded under this Agreement. After the restrictions applicable to the Performance Restricted Stock lapse, Employee shall have all stockholder
rights, including the right to transfer the shares, subject to such conditions as Wolverine may reasonably specify to ensure compliance with federal and state securities laws. 
 8. Withholding. Wolverine and any of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to
Employee from Wolverine or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to
the Performance Restricted Stock award under this Agreement, including, without limitation, the award or lapsing of Stock Restrictions on the Performance Restricted Stock; or (b) require Employee promptly to remit the amount of such withholding
to Wolverine or a subsidiary before taking any action with respect to the Performance Restricted Stock. Unless the Committee provides otherwise, withholding may be satisfied by withholding common stock to be received or by delivery to Wolverine or a
subsidiary of previously owned common stock of Wolverine. 
 9. Effective Date. This award of Performance Restricted
Stock shall be effective as of the grant date set forth in the grant. 
 10. Amendment. This Agreement shall not be
modified except in a writing executed by the parties hereto. 
 11. Agreement Controls. The Plan is incorporated in this
Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall
control. 








 Exhibit 10.32 
  

 ATTACHMENT 1 TO PERFORMANCE SHARE AWARD AGREEMENT 

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



 
 rounded up to the nearest whole number, where: 

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

	1.	BVA Award Percentage will be calculated as follows: 

 If the Cumulative BVA is < Threshold BVA, BVA Award Percentage = 0% 
 If the
Cumulative BVA is 3 Threshold BVA and < Target BVA, BVA Award Percentage = 
  





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



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



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

	2.	EPS Award Percentage will be calculated as follows: 

 If the Cumulative EPS is < Threshold EPS, EPS Award Percentage = 0% 
 If the
Cumulative EPS is 3 Threshold EPS and < Target EPS, EPS Award Percentage = 
  





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



 








 Exhibit 10.32 
  

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



 
 If the Cumulative EPS is 3 Stretch EPS, EPS Award
Percentage = Award Cap 
 and the other defined terms shall have the following meanings: 

 

	 Applicable Earnings 
	The Earnings amount used to calculate the Performance Share Award for the Award Recipient. 

  

	 Award Cap 
	The maximum percentage of the Incentive Award that the Award Recipient may receive for the Performance Period upon achievement of “stretch” goal, used to calculate the Performance
Share Award for the Award Recipient. 

  

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

  

	 BVA 
	An economic value added measurement that equals the operating income for a Fiscal Year reduced by (i) a provision for income taxes equal to the operating income multiplied by the
Company’s total effective tax rate for the same Fiscal Year; and (ii) a capital charge equal to a 2-point average of “net operating assets” at the beginning and end of a Fiscal Year (with “net operating assets” defined
as the net of trade receivables (net of reserves), inventory (net of reserves), other current assets, property, plant and equipment, trade payables and accrued liabilities) multiplied by 10%. 


 

	 Cumulative BVA 
	The sum of the BVA for each of the Fiscal Years in the Performance Period. 

  

	 Cumulative EPS 
	The sum of the EPS for each of the Fiscal Years in the Performance Period. 

  

	 Earnings 
	An Award Recipient’s base salary at the time of Performance Share Award. 

  

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


 

	 Fiscal Year 
	The fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time. 


 

	 Incentive Award Percentage 
	The Incentive Award Percentage used to calculate the Performance Share Award for the Award Recipient. 


 

	 Market Price 
	The closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date
the award is granted by the Compensation Committee. 









 Exhibit 10.32 
  


	 Stock Restrictions 
	Restrictions on the common stock covered by the Performance Share Award, as set forth in the Plan and the Performance Share Award Agreement. 


 

	 Performance Period 
	The three year period beginning on the first day of the Company’s 2013 Fiscal Year and ending on the last day of the Company’s 2015 Fiscal Year. 


 

	 BVA Factor 
	As set by the Compensation Committee. 

  

	 Threshold BVA 
	As set by the Compensation Committee. 

  

	 Target BVA 
	As set by the Compensation Committee. 

  

	 Goal BVA 
	As set by the Compensation Committee. 

  

	 Stretch BVA 
	As set by the Compensation Committee. 

  

	 EPS Factor 
	As set by the Compensation Committee. 

  

	 Threshold EPS 
	As set by the Compensation Committee. 

  

	 Target EPS 
	As set by the Compensation Committee. 

  

	 Goal EPS 
	As set by the Compensation Committee. 

  

	 Stretch EPS 
	As set by the Compensation Committee.