EXHIBIT 10.3
WOLVERINE WORLD WIDE, INC.
Amended and Restated Directors Stock Option Plan
1. Establishment of Plan. Wolverine World Wide, Inc., a Delaware
corporation ("Wolverine"), proposes to grant to its directors who are not
also employees of Wolverine ("Non-Employee Directors"), options to purchase
shares of Wolverine's Common Stock, $1 par value ("Common Stock"). The
options will be granted pursuant to the plan set forth herein which shall
be known as the WOLVERINE WORLD WIDE, INC. AMENDED AND RESTATED DIRECTORS
STOCK OPTION PLAN (the "Plan").
2. Purpose of Plan. The purpose of the Plan is to advance the
interests of Wolverine and its stockholders by attracting and retaining the
services of experienced and knowledgeable Non-Employee Directors and to
provide additional incentive for such Non-Employee Directors to continue to
promote and work for the best interests of Wolverine and its stockholders
through continuing ownership of Wolverine Common Stock.
3. Shares Subject to Plan. A maximum of 50,000 shares of Common
Stock (subject to adjustment in accordance with Paragraph 13 below) may be
subject to the exercise of options granted under the Plan. Such shares
shall be authorized shares and may be unissued or treasury shares. If an
option is canceled, surrendered, modified, exchanged for a substitute
option, or expires or terminates during the term of the Plan but prior to
the exercise of the option in full, the shares subject to but not delivered
under such option shall be available for options subsequently granted.
4. Administration of the Plan. The Plan shall be administered by
the Stock Option Committee (the "Committee") consisting of three members
appointed by the Board of Directors. The Committee shall have full power
and authority to interpret the provisions of the Plan and to supervise the
administration of the Plan. All determinations made by the Committee
regarding the Plan shall be final and conclusive. The Committee shall hold
its meetings at such times and places as it shall deem advisable. Action
may be taken by a written instrument signed by all the members of the
Committee, and any action so taken shall be fully as effective as if it had
been taken at a meeting duly called and held. The Committee may designate
one of its members to sign options on behalf of the Committee and may
appoint a secretary to keep minutes of its meetings. The Committee shall
make such rules and regulations for the conduct of its business as it shall
deem advisable. The members of the Committee shall be paid reasonable fees
for their services.
5. Indemnification of Committee Members. Each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by Wolverine from and against any cost, liability, or expense
imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan. Each such person
shall be justified in relying on information furnished in connection with
the Plan's administration by any appropriate person or persons.
6. Participation. All directors who are directors on the date of
grant, who are not employees of Wolverine or any of its affiliates or
subsidiaries, and who are not eligible to participate under any other
Wolverine stock-related plan (unless in the opinion of counsel to Wolverine
such participation would not impair the status of such a Non-Employee
Director as a "disinterested person" within the meaning of Rule 16b-3
issued under the Securities Exchange Act of 1934) shall participate in the
Plan. Each Non-Employee Director shall at the time of his or her initial
election or appointment be granted a non-qualified option to purchase 3,000
shares of Common Stock. Subject to adjustment as provided in Paragraph 13,
a non-qualified option to purchase 500 shares of Common Stock shall be
granted automatically on the date of each annual meeting of stockholders
following the initial grant of 3,000 shares of Common Stock to each
director of Wolverine who is, at the close of each such annual meeting, a
Non-Employee Director.
7. Option Price. The per share option price for an option granted
under the Plan shall be the market value of the shares covered by the
option at the time the option is granted. The date of grant of the initial
options granted under the Plan shall be May 4, 1988, and the date of grant
of each option granted under the Plan from such date through April 20,
1994, shall be May 20 of the applicable year. The date of all options
granted under the Plan on or after April 21, 1994, shall be the date of the
annual meeting of stockholders of the applicable year for annual grants and
the date of the initial election or appointment of a new Non-Employee
Director for the initial 3,000 share grant to a new Non-Employee Director.
For purposes of this Plan, "market value" shall equal the mean of the
highest and lowest prices of sales of shares of Common Stock on the New
York Stock Exchange on the last date preceding the date of grant on which
the New York Stock Exchange was open for trading and on which shares of
Common Stock were traded.
8. Termination of Directorship. If a Non-Employee Director is no
longer a director of Wolverine or its subsidiaries for any reason other
than his or her death, disability, the reaching of mandatory retirement age
for a director, or termination for cause, he or she may exercise any
outstanding options for a period of three months after such termination of
director status, but only to the extent he or she was entitled to exercise
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the options on the date of termination, unless the terms of such option
provide otherwise.
If a Non-Employee Director ceases to be a director of Wolverine
or one of its subsidiaries due to his or her disability or the attainment
of mandatory retirement age, he or she may exercise an option during the
remaining term of the option, but only to the extent that he or she was
entitled to exercise the option on the date of such event, unless the terms
of such option provide otherwise.
If a Non-Employee Director dies either while a director of
Wolverine or after the termination of his or her directorship other than
for cause during the time when the participant could have exercised an
option under the Plan, the option issued to such Non-Employee Director
shall be exercisable by the personal representative of such Non-Employee
Director or other successor to the interest of the Non-Employee Director
for one year after his or her death, to the extent that the Non-Employee
Director was entitled to exercise the option on the date of death or
termination of director status, whichever first occurred, unless the terms
of such option provide otherwise.
Nothing in the Plan or in any option agreement shall confer upon
any Non-Employee Director the right to continue as a director of Wolverine.
9. Transferability of Options. Options granted under this Plan may
not be transferred except by will or the laws of descent and distribution.
During the lifetime of the Non-Employee Director, options may be exercised
only by that Non-Employee Director, or by his or her guardian or legal
representative.
10. Terms of Options. Options shall expire ten (10) years from the
date of the granting thereof, but shall be subject to earlier termination
as provided in Paragraph 8. Options shall be evidenced by written
agreements containing such terms and conditions, consistent with the
provisions of this Plan, as the Committee shall from time to time
determine. Each agreement shall comply with and shall be subject to the
terms and conditions of the Plan and shall conclusively evidence, by the
Non-Employee Director's signature thereon, that it is the intent of the
Non-Employee Director to continue to serve as a director of Wolverine for
the remainder of his or her term during which the option was granted. At
the time of the exercise of an option, the option holder, if requested by
the Committee, must represent to Wolverine that the shares are being
acquired for investment and not with a view to the distribution thereof.
11. Time and Manner of Exercise. Options are exercisable immediately
after their grant and may be exercised in full at one time or in part from
time to time. Any option may be exercised by giving written notice, signed
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by the person exercising the option, to Wolverine stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares.
12. Medium and Time of Payment. The exercise price of each share
purchased pursuant to an option granted under the Plan shall be payable in
cash or, if the Committee consents, in shares of Common Stock (including
Common Stock to be received upon a simultaneous exercise) or other
consideration equivalent to cash. The time and terms of payment may be
amended with the consent of the Non-Employee Director before or after
exercise of the option, but such amendment shall not reduce the option
price. When appropriate arrangements are made with a broker or other
institution, payment may be made by a properly executed exercise notice
directing delivery of shares to a broker together with irrevocable
instructions to the broker to promptly deliver to Wolverine the amount of
sale or loan proceeds to pay the exercise price. The Committee may from
time to time authorize payment of all or a portion of the option price in
the form of a promissory note or installments, with or without interest or
security, according to such terms as the Committee may approve. The Board
of Directors may restrict or suspend the power of the Committee to permit
such loans and may require that adequate security be provided.
13. Adjustments. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, reorganization, consolidation, combination or exchange of shares,
the aggregate number and class of shares available under the Plan and
subject to each option, together with the option prices, shall be
appropriately adjusted. No fractional shares shall be issued pursuant to
the Plan, and any fractional shares resulting from adjustments shall be
eliminated from the respective options.
14. Tax Withholding. Wolverine or a subsidiary shall make such
provisions as it shall deem appropriate for the withholding of any taxes
determined to be required to be withheld in connection with the grant or
exercise of options under the Plan.
15. Listing and Registration of Shares. Each option shall be subject
to the requirement that if at any time the Committee shall determine, in
its discretion, that the listing, registration or qualification of the
shares covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with,
the granting of such option or the issue or purchase of shares thereunder,
such option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been
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effected or obtained free of any conditions not acceptable to the
Committee.
16. Effective Date of Plan. The Plan shall take effect May 4, 1988,
subject to approval by the stockholders at the 1988 Annual Meeting of
Stockholders or any adjournment thereof or at a Special Meeting of
Stockholders. Options granted hereunder shall not be exercisable prior to
such stockholder approval and shall expire should the stockholders fail to
approve the Plan by May 4, 1989. Unless earlier terminated by the Board of
Directors, the Plan shall terminate on May 4, 1998. No option shall be
granted under this Plan after such date.
17. Termination and Amendment of Plan. The Board of Directors 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 Wolverine; provided, however,
that the Plan may not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act, or the rules
thereunder; and provided further, that, except as provided in Paragraph 13,
the Board may not, without the approval of the stockholders of Wolverine
obtained in the manner stated in Paragraph 16, do any of the following:
(i) materially increase the benefits accruing to participants under the
Plan; (ii) materially increase the number of securities which may be issued
under the Plan; (iii) materially modify the requirements as to eligibility
for participation in the Plan; or (iv) materially increase the number of
shares for which an option may be granted to any Non-Employee Director. No
such amendment or termination may impair any outstanding option without the
consent of the Non-Employee Director.
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