Exhibit 4(a)
CERTIFICATE OF INCORPORATION
OF
WOLVERINE WORLD WIDE, INC.
FIRST. The name of the corporation is
WOLVERINE WORLD WIDE, INC.
SECOND. The address of its registered office in the State
of Delaware is No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be
conducted or promoted by the corporation is to engage in any
lawful act or activity for which the corporations may be
organized under the General Corporation Law of the State of
Delaware, as amended from time to time.
FOURTH. The total number of shares which the corporation
shall have authority to issue and have outstanding is Twenty
Seven Million (27,000,000) shares, of which Two Million
(2,000,000) shares shall be Preferred Stock, par value One Dollar
($1) per share, and Twenty Five Million (25,000,000) shares shall
be Common Stock, par value One Dollar ($1) per share.
The Board of Directors is authorized to cause Preferred
Stock, $1 par value, to be issued from time to time in one or
more series, with such voting powers, full or limited, or no
voting powers, and such designations, provisions, and relative,
participating, preferential or other special rights and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors.
The Board of Directors is expressly authorized to adopt such
resolution or resolutions and issue such stock from time to time
as may seem desirable.
The authorized shares of Common Stock of the par value
of $1 per share are all of one class with equal voting powers,
and each such share shall be equal to every other such share.
FIFTH. The name and mailing address of the Incorporator are
as follows:
Name Mailing Address
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
SIXTH. The name and mailing address of each person who is
to serve as a director until the first annual meeting of the
stockholders or until a successor is elected and qualified, are
as follows:
Name Mailing Address
Ray R. Eppert 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
E. Vincent Erickson 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
C. Robert Evenson 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Gordon C. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Jack A. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Richard H. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Louis J. Schaefer 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Dr. Alfred L. Seelye 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
J. Austen Wood 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Subsequent elections of directors need not be by ballot
unless the By-Laws of the corporation shall so provide.
SEVENTH. The corporation is to have perpetual existence.
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EIGHTH. The Board of Directors shall have the power, at any
regular or special meeting at which a quorum is present, by the
affirmative vote of a majority of the whole Board:
To make, alter or repeal the By-Laws of the
corporation.
To authorize and cause to be executed mortgages
and liens upon the real and personal property of the
corporation.
To set apart out of any of the funds of the
corporation available for dividends a reserve or
reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
To designate one or more committees, each
committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the
resolution or in the By-Laws of the corporation, shall
have and may exercise the powers of the Board of
Directors in the management of the business and affairs
of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may
require it. Such committee or committees shall have
such name or names as may be stated in the By-Laws of
the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
NINTH. (a) Any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, may be
indemnified by the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
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and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) Any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise may be indemnified by
the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application,
that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem
proper.
(c) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made
(1) by the Board of Directors by a majority of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel (who may be the regular
counsel of the corporation) in a written opinion, or (3) by the
stockholders.
(d) To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
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against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the manner
provided in subsection (c) upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in
this section.
(f) The indemnification provided by this section shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested director or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g) The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this section.
TENTH. No director of the corporation shall be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty by such director as a
director; provided however, that this Article TENTH shall not
eliminate or limit the liability of a director to the extent
provided by applicable law (i) for any breach of the director's
duty of loyalty to the corporation or its stockholder, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174
of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this
Article TENTH shall apply to or have any effect on the liability
or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
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