EXHIBIT 10(t)
RETIREMENT AGREEMENT
THIS is a RETIREMENT AGREEMENT entered into between WOLVERINE
WORLD WIDE, INC. ("Company") and PETER D. PANTER ("Panter").
RECITALS
Panter has served the Company as an executive officer for many
years and has decided to voluntarily retire from the Company to pursue
other interests. The Company desires to retain Panter as a key employee
prior to his retirement, and the parties desire to set forth their
agreement as to the terms and conditions of such retirement. In addition,
the Company desires to protect itself against any potential competitive
activities by Panter, and Panter desires to accept such restrictions upon
competitive activities, upon the terms and conditions set forth herein.
Section 1. Retirement From Employment. Panter will voluntarily
retire from the Company's employ effective 12:01 a.m., December 31, 1993
("Retirement Date"). Except as set forth elsewhere in this Agreement, all
of his employment duties, obligations, and authorities shall cease
effective that date. Panter will also resign from any and all offices
which he holds with the Company and any of its subsidiaries or other
affiliates effective on the Retirement Date.
Section 2. Termination of Prior Employment Agreements; Continued
Employment At-Will.
(a) Termination of Employment Agreements. Any and all of
Panter's prior employment agreements with the Company, including
but not limited to that agreement dated as of October 20, 1992,
and signed by him on April 22, 1993, are hereby terminated and
canceled and are of no further force or effect. Any rights
arising out said prior agreements are hereby extinguished.
(b) Employment Pending Retirement. Until the Retirement
Date and unless earlier terminated in accordance with this
Agreement, Panter shall continue to receive the same base
compensation (i.e. $175,000 per year or $14,583.33 per month) and
automobile allowance ($5,616 per year or $468 per month) which he
has been receiving prior to the effective date of this Agreement.
During such time, Panter shall continue to be extended by the
Company the same health, life, and disability insurance benefits
he received prior to July 1, 1993. Panter will be advised in
writing on or after his Retirement Date, or such earlier
termination date as may occur per this Agreement, of his right
pursuant to the federal Consolidated Omnibus Budget
Reconstruction Act, to thereafter continue certain health
insurance coverages at his expense.
(c) Employment At-Will. Panter's continued employment
prior to his Retirement Date shall be "at-will." Either Panter
or the Company may in their sole respective discretion terminate
the employment relationship at any time prior to the Retirement
Date, with or without cause, and with or without prior notice or
warning. If Panter is terminated by the Company without cause
prior to his Retirement Date, he shall continue to receive until
the Retirement Date the salary and benefits set forth in Section
2(b). If Panter's employment with the Company should be
terminated prior to the Retirement Date for any reason other than
termination by the Company without cause, including his
resignation of employment with the Company prior to the
Retirement Date, or if he is terminated by the Company for cause
prior to that date, all Company obligations to continue paying
his salary and furnishing benefits to him per this section shall
thereupon immediately cease.
Section 3. Duties. Panter's duties between the date of this
Agreement and his Retirement Date shall be those of a general managerial
nature as may be reasonably assigned to him by the Company's Chief
Executive Officer, or such other officer as the Chief Executive Officer may
designate.
Section 4. Future Communications. Third parties who inquire of the
Company as to Panter's employment/separation from employment will be
advised of: the dates of his employment; his title and duties at the time
of his retirement; and that, having reached the Company's normal retirement
age, Mr. Panter chose to retire effective December 31, 1993. Panter shall
not, from and after the date of this Agreement, voice criticisms of the
Company, its management or its operation in any conversation,
correspondence or other communications with any person or entity including,
without limitation, employees of the Company, its customers, or with the
general public. Panter understands and agrees that this commitment is an
express condition of the Company's commitments in this Retirement
Agreement, and that the Company shall be entitled to cease making any
payments herein required in the event that Panter should fail to adhere to
this provision. Failure by Panter to adhere to this provision shall also
entitle the Company to recover from Panter all payments made to him in
accordance with this Agreement, together with legal fees and other costs
reasonably incurred by the Company in effecting such recovery.
Section 5. Deferred Compensation Agreement. Panter's Deferred
Compensation Agreement of September 27, 1989, with the Company will
continue in effect in accordance with its terms. The Company waives any
right which it might have, based upon information disclosed by Panter to
the Company's Chief Executive Officer prior to July 1, 1993, to discharge
Panter for dishonesty or for any action inimical and injurious to the
interests of the Company. The foregoing waiver does not apply with respect
to any discharge decision motivated by any information brought to the
attention of the Company's Chief Executive Officer on or after the date of
this Retirement Agreement. If Panter is discharged prior to his Retirement
Date, the effect of such discharge on his eligibility for deferred
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compensation per the September 27, 1989, Deferred Compensation Agreement
will be determined in accordance with that Agreement's terms. The 180
month period during which Panter will receive deferred compensation
payments pursuant to paragraph "2" of his September 27, 1989, Deferred
Compensation Agreement shall begin with the payment to be mailed to Panter
on or about January 1, 1994.
Section 6. Stock Option Plans Participation. The parties recognize
that prior to July 1, 1993, Panter has been a participant in the Company's
1988 Stock Option Plan ("1988 Plan") and the 1984 Executive Incentive Stock
Purchase Plan ("1984 Plan"). Panter has, prior to July 1, 1993, received
vested rights to purchase Company stock pursuant to said plan(s), which
rights are summarized on Schedule "A" attached to this Agreement. The
purchase rights summarized on Schedule "A" are not affected by this
Agreement. Panter hereby waives any and all rights which he may have or
assert with respect to stock options which have not vested in him prior to
July 1, 1993, or to restricted stock on which restrictions have not lapsed
as of July 1, 1993,including any such rights which would otherwise result
from Panter's employment between July 1, 1993, and his Retirement Date.
The Company's Compensation Committee shall, in its sole discretion and
after the Retirement Date but before January 31, 1994, determine whether or
not to accelerate vesting of any stock options issued pursuant to the 1988
Plan but not vested in Panter prior to July 1, 1993, and/or whether to
cancel the restrictions on any outstanding restricted shares issued
pursuant to the 1984 Plan.
Section 7. Bonus Plans Participation to be Discretionary With
Company. The parties recognize that as of July 1, 1993, Panter had
participated in the Company's "Wolverine World Wide, Inc., Executive Long-
Term Incentive (Three Year) Plan" for the 1991-1993, 1992-1994, and 1993-
1995 periods and the "Wolverine World Wide, Inc., Executive Short-Term
Incentive Plan" for 1993 (collectively, the "Bonus Plans").
Notwithstanding any provision of said Plans to the contrary, Panter shall
be entitled to participate in and receive any payments in respect of the
Bonus Plans with respect to fiscal 1993 and the three year periods
referenced above only to the extent that the Company's Chief Executive
Officer shall, in his sole discretion, determine such participation and/or
payments to be appropriate. Panter specifically waives any and all claims
which he might have pursuant to the Bonus Plans for any payments which
might otherwise be owed to him based upon Company earnings during these
Plan periods.
Section 8. Pension Plan. The parties recognize that Panter has prior
to July 1, 1993, participated in the "Wolverine World Wide Employee Pension
Plan" ("Pension Plan"). Panter's rights pursuant to said plan are
unaffected by this Agreement. The waiver and release set forth in Section
15 of this Agreement do not apply with respect to such vested interests
Panter may have pursuant to that Pension Plan. Panter's employment between
July 1, 1993, and his Retirement Date (or such earlier date of termination
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as may occur) shall constitute "credited service" for purposes of computing
benefits to which Panter is entitled pursuant to the Pension Plan.
Section 9. Adjustment of Future Advances. The Company will deduct
from the final pay check(s) owed to Panter per section 2(b) above any
business expense reimbursement which has been advanced to Panter prior to
December 31, 1993, but with respect to which proper documentation has not
been furnished by him prior to that date.
Section 10. Cash Value of Life Insurance Policy. The Company
currently maintains a whole life insurance policy upon the life of Panter.
The Company shall maintain that policy in effect through Panter's
Retirement Date, or through the date of such earlier termination of Panter
as may occur per this Agreement. At that time, the cash surrender value of
this life insurance policy shall become the property of Panter. The
parties will cooperate in the completion of all forms necessary to
implement the foregoing.
Section 11. Covenants/Confidential Information.
(a) Covenants Not to Compete. Panter agrees that, prior to
January 1, 1999, he will not, without the prior written consent
of the Company: (i) solicit any customer and/or licensee of the
Company regarding products offered by the Company; (ii) compete,
directly or indirectly, with the Company in any line of business
engaged in by the Company if in the normal course of that
business Panter would directly or indirectly solicit or service
customers and/or licensees of the Company; (iii) consult with or
assist in any way any entity or person which competes with the
Company in the manner described in this paragraph; (iv) attempt
to divert or otherwise interfere with the relationship between
the Company and any of its customers, potential customers, and/or
licensees which were being actively pursued by the Company during
Panter's employment with the Company, or (v) engage, directly or
indirectly, for the benefit of Panter or any other person or
entity, in any activity of employment in the performance of which
it could be reasonably anticipated that Panter would be required
or expected to use or disclose Confidential Information obtained
during the course of Panter's employment by the Company. This
covenant shall apply world-wide.
(b) Employees. Panter agrees that he will not prior to
January 1, 1999, solicit or otherwise attempt to induce any
employee of the Company to terminate employment with the Company.
(c) Confidential Information. Panter shall not hereafter
use for personal benefit or other's benefit, or disclose to
anyone, any proprietary, secret, or confidential information of
the Company. "Confidential Information" includes technical data,
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methods, processes, software, compositions, equipment, research
data, marketing and sales information, personnel data, customer
lists, lists of or data respecting any Company distributors,
franchisees, or sales representatives, agents or employees, or
any books, records, reports, statements, financial and other
data, or plans and all the other know-how and trade secrets
pertaining in any respect to the Company or the Company's
customers.
(d) Remedies. Panter acknowledges that his foregoing
confidentiality, non-compete and non-solicitation covenants are
central to this Agreement. Panter accordingly recognizes and
agrees that, in the event of any breach by him of said covenants,
the Company shall be entitled to: reimbursement to it by Panter
of any payments made to or on behalf of Panter in accordance with
this Agreement; cease any payments which would thereafter be due
to Panter in accordance with this Agreement; Michigan or Federal
court injunctive relief restraining Panter from further such
violation of this Agreement; money damages equal to profits lost
by the Company as a result of such breach by Panter and
reimbursement of court costs and attorney fees and costs
reasonably incurred by the Company in securing Panter's
compliance with this Agreement.
Section 12. Interpretation by Court. If any provision of this
Agreement as applied to any party or to any circumstance shall be adjudged
by a court of competent jurisdiction to be invalid or unenforceable, the
same shall in no way affect any other provision of this Agreement, the
application of such provision in any other circumstances, or the validity
or enforceability of this Agreement. The parties agree that the provisions
hereof are reasonable and intend this Agreement to be enforced as written.
However, if any provision, or part thereof is held to be unenforceable
because of the duration thereof, the area covered thereby, or the types of
activities restricted thereby, all parties agree that a Court of competent
jurisdiction making such determination shall have and should exercise the
power to: reduce the duration and/or area of such provision or types of
activities restricted to the maximum duration and/or area permitted by
applicable law; to delete specific words or phrases; and to enforce such
provision in its reduced form.
Section 13. Return of Company Property. Panter shall on his
Retirement Date, or such earlier termination date as might occur per this
Agreement, return to the Company all of its property in his possession,
including, but not limited to, keys, office equipment, files,
correspondence, customer lists, business notes, documents and all other
materials relating to the Company's business. Panter agrees not to keep
photocopies or other facsimiles of such materials.
Section 14. Waiver and Release. Panter hereby waives and releases,
and discharges the Company, its subsidiaries and affiliates and their
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officers, directors, agents, employees, and representatives from any and
all claims which Panter may have arising out of his employment or severance
of employment with the Company. Panter accepts said consideration in full
satisfaction of all such claims, including administrative claims, charges
or complaints. Said claims waived, released and discharged include, but
are not limited to, any administrative or civil claims arising under
Michigan's Elliott-Larsen Civil Rights Act, Michigan's Handicappers' Civil
Rights Act, the Federal Civil Rights Act of 1964, the Federal Age
Discrimination in Employment Act as amended in 1990, or any other state or
federal protective statutes or administrative rulings or any Michigan or
federal court rulings relating to the reasonableness, fairness, just cause
of or consistent application of the employer's policies relative to the
severance of Panter's employment.
Section 15. Opportunity For Review and Consultation. Panter
acknowledges having read this Agreement and understands all of its
provisions. Panter knowingly and voluntarily agrees to all of the terms
and provisions of this Agreement. Panter acknowledges that he has been
deliberating whether to sign this Agreement since July 28, 1993, that he
has until 12 Noon September 13, 1993, to consider whether to enter into
this Agreement and that the period of time between those dates has provided
him a reasonable period of time for his deliberations. Panter is hereby
encouraged by the Company to consult with an attorney regarding this
Agreement, and has done so.
Section 16. Revocation Period. For a period of seven (7) calendar
days after Panter's execution of this Agreement, Panter may revoke this
Agreement by giving written notice to the Company of his decision to do so.
Notwithstanding any other provisions of this Agreement to the contrary,
this Agreement shall not become effective or enforceable until this
revocation period has expired without Panter having revoked his Agreement
hereto.
Section 17. Notices. Any and all notices referred to herein shall be
sufficient if furnished in writing and shall be deemed to have been duly
given if mailed by certified or registered mail (postage prepaid) or
shipped and receipted by express courier service (charges prepaid) to the
respective parties at the following addresses:
If to Wolverine: Wolverine World Wide, Inc.
9341 Courtland Drive, N.E.
Rockford, Michigan 49351
Attention: Chief Executive Officer
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With a copy to:
Warner, Norcross & Judd
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2489
Attention: Blake W. Krueger
If to Panter: Peter D. Panter
617 Plymouth Avenue, S.E.
Grand Rapids, Michigan 49506
With a copy to:
Borre, Peterson, Fowler & Reens
44 Lafayette, N.E.
P.O. Box 1767
Grand Rapids, Michigan 49501
Attention: Frank Johnson
AGREED: AGREED:
WOLVERINE WORLD WIDE, INC.
/s/ Peter D. Panter /s/ George A. Andrews
Peter D. Panter
Its Senior Vice President of Finance
and Treasurer
Date: September 3, 1993 Date: September 10, 1993
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SCHEDULE A
I. STOCK OPTIONS
Date of # of Option Vesting
Grant Shares Price 7/01/93
03/08/89 5,000 $11.5625 100%
12/18/90 7,000 8.75 75%
03/06/91 5,000 10.00 75%
03/06/92 6,000 11.625 50%
II. RESTRICTED STOCK
Date of # of Option Vesting
Grant Shares Price 7/01/93
05/23/85 1,000 $1.00 100%
02/24/86 500 1.00 100%
03/08/88 750 1.00 100%
03/08/89 1,330 1.00 50%
03/07/90 1,500 1.00 25%
03/06/91 1,500 1.00 0%
03/06/92 1,500 1.00 0%