EXHIBIT 10(e)
AMENDED AND RESTATED
AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of
July 24, 1992, between WOLVERINE WORLD WIDE, INC., a Delaware
corporation maintaining its principal executive offices at 9341
Courtland Drive, N.E., Rockford, Michigan, 49351 ("Wolverine"),
and THOMAS D. GLEASON, 656 Manhattan Road, S.E., Grand Rapids,
Michigan 49506 ("Executive").
R E C I T A L S :
Executive has served Wolverine as its Chief Executive
Officer for approximately 20 years and, most recently, as
Chairman of its Board of Directors (the "Board"). As Chief
Executive Officer and as Chairman of the Board, Executive was
instrumental in the development and expansion of Wolverine's
business. It is the opinion and consensus of the Board that
Executive's services to Wolverine have constituted a valuable
contribution to the general welfare, growth and earnings of
Wolverine and evidence his continued ability to contribute to the
success of Wolverine. By virtue of his past experience in the
businesses in which Wolverine competes, and by virtue of his
knowledge of these businesses, the Board believes that it is in
the best interests of Wolverine that Executive's services,
counsel and advice be assured to Wolverine for a future period of
time. Executive will, after a period of several years, take
early retirement to pursue other interests, and the parties wish
to provide for an orderly transition of Executive's
responsibilities, and for his assistance in promoting Wolverine's
business during a transition period and in the search for his
successor. For the foregoing reasons, Wolverine desires to
retain Executive, and Executive desires to serve Wolverine, as a
key employee prior to his early retirement upon the terms and
conditions set forth herein. In addition, Wolverine desires to
protect itself against competitive activities by Executive, and
Executive desires to accept such restrictions upon competitive
activities, upon the terms and conditions set forth herein. The
parties have previously executed and delivered an Agreement,
dated as of July 24, 1992, and now desire to amend and restate
such agreement in its entirety as of such date.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
Section 1. Early Retirement. Executive shall voluntarily
retire from Wolverine and its affiliated companies on January 31,
1996 (the "Retirement Date"). Effective upon his retirement,
Executive shall resign any and all positions, employment, offices
and directorships (excluding any director position with
Wolverine) with or in Wolverine and its affiliated companies.
Nothing in this Agreement shall prevent Executive from being
nominated and/or elected to serve as a director of Wolverine
after January 31, 1996, nor shall anything in this Agreement
require or obligate Wolverine, the Board, or any committee of the
Board to nominate Executive to serve as a director of Wolverine.
Section 2. Transition Period; Position and Duties. The
period between the date of this Agreement and the Retirement Date
shall be referred to as the "Transition Period." During the
Transition Period, Executive shall continue to faithfully serve
Wolverine as an employee pursuant to the terms of this Agreement,
and will use his best business skill and judgment in advancing
the business interests and profits of Wolverine and its
affiliated companies. It is the present intention of the Board
that Executive shall serve as Chief Executive Officer until his
successor is appointed and as Chairman or Vice Chairman of the
Board and on the Board committee charged with finding a new Chief
Executive Officer, and shall also serve as an adviser to the new
Chief Executive Officer reporting only to the Board and/or its
Executive Committee (the "Executive Committee"), and shall have
such other powers and duties consistent with such positions as
may from time to time be reasonably prescribed by the Board and/
or its Executive Committee. Executive shall devote his best
efforts to the business of Wolverine and its affiliated companies
and to the performance of such reasonable duties as may be
reasonably prescribed and specifically assigned to him by the
Board and/or its Executive Committee, and will spend a reasonable
and normal amount of working time and effort to accomplish the
assigned duties; provided that Executive shall be permitted to
serve on a reasonable number of boards of directors of other
companies, or as trustee to other entities, and render occasional
services in connection therewith, in addition to charitable and
civic endeavors. Wolverine shall not require Executive to be
based anywhere other than the greater Grand Rapids metropolitan
area, except for required travel consistent with Executive's
duties hereunder. Wolverine shall provide Executive with a
private outside office and such secretarial staff, reasonably
acceptable to Executive, as may be required for the performance
of Executive's duties. Notwithstanding anything in this
Agreement to the contrary, nothing in this Agreement shall
guarantee to Executive or require or compel Wolverine or the
Board to retain Executive in any particular office, position or
directorship, including the position of Chief Executive Officer
or Chairman or Vice Chairman of the Board, or otherwise infringe
upon the unfettered right of the Board (or any committee of the
Board) or the shareholders of Wolverine to nominate, elect or
-2-
appoint any person to a particular office, position or
directorship.
Section 3. Transition Period Compensation. Subject to the
provisions of this Agreement and provided Executive is either
employed by Wolverine in accordance with the terms of the
Agreement or is unilaterally terminated by Wolverine without
cause during the Transition Period, Executive shall receive the
payments and benefits referenced in Section 13 hereof and those
set forth below:
(a) Base Salary. For the services to be rendered
by Executive during the Transition Period as
hereinbefore provided (or if Executive has been
unilaterally terminated by Wolverine without cause
during the Transition Period) and in consideration of
the covenants contained in this Agreement, Wolverine
agrees to pay Executive, in 13 equal installments
during each year of this Agreement, a base annual
salary of (i) $346,000, effective April 20, 1992,
through December 31, 1994, and (ii) $250,000, effective
January 1, 1995, through January 31, 1996. The
declining base salary payments referenced above are
intended by the parties to reflect Executive's
decreasing role and contribution level over the
Transition Period. No base salary shall be paid
pursuant to Section 3(a) of this Agreement after
January 31, 1996. The base salary payments will be
subject to normal deductions (tax withholdings, etc.),
and Wolverine and Executive shall each be responsible
for those contributions and remittances for which they
have been responsible prior to the date hereof.
(b) Continued Participation in Bonus Programs.
During the Transition Period, Executive shall continue
to participate in the Wolverine World Wide, Inc.
Executive Long-Term Incentive (Three Year) Plan (the
"Long-term Plan"), or any successor or substitute plan,
for each of the 3-year periods ending with fiscal 1992,
1993, 1994, and 1995, and in the Wolverine World Wide,
Inc. Executive Short-Term Incentive Plan (the "Annual
Plan"), or any successor or substitute plan, for fiscal
1992, 1993, 1994 and 1995. Subject to the provisions
of this Agreement, Executive shall continue to
participate in the Long-term Plan and the Annual Plan
for the specified periods in accordance with the rates,
and subject to the limitations, set forth on Exhibit A
hereto if, as expected during the Transition Period,
-3-
Executive continues to contribute to success of
Wolverine as outlined in Section 2 hereof through the
satisfactory performance of his duties (or if Executive
is unilaterally terminated by Wolverine without cause
during the Transition Period); provided that, with
respect to the Executive and other upper echelon
executives of Wolverine considered as a group, the
foregoing shall not prevent the Compensation Committee
of the Board (the "Compensation Committee") or the
Board from amending or changing the percentage mix of
the personal and corporate goal components in the
Annual Plan or otherwise terminating, amending or
changing the terms, provisions, bonus schedules or
formulas of the Annual Plan and the Long-term Plan.
Notwithstanding the foregoing, the Compensation
Committee may decide, in its sole discretion, to
decrease or eliminate Executive's participation in the
Annual Plan and/or the Long-term Plan if Executive
becomes active, beyond the levels of outside activity
generally contemplated by Section 3(d), in other
businesses or ventures or otherwise devotes substantial
time and energy, beyond the levels of outside activity
generally contemplated by Section 3(d), to matters not
involving Wolverine or its affiliated companies
(excluding the outside board, trust, civic or
charitable duties referenced in Section 2 hereof) or is
not generally available to carry out and fulfill his
duties.
(c) Fringe Benefits. Except as otherwise
provided herein, Executive shall be entitled to
reasonable vacations, provided that Executive shall
make himself generally available for up to 36 weeks per
year to render the services and perform the duties (as
reasonably prescribed and specifically assigned by
Wolverine) in accordance with Section 2 hereof.
Executive shall be entitled to all benefits in the way
of "fringes" available to upper echelon officers of
Wolverine including, but not limited to, continuing
participation in all group life, disability,
hospitalization, medical, dental and surgical benefit
plans in effect and available to upper echelon officers
of Wolverine; payment of dues, assessments and other
business related amounts at a country club of
Executive's choosing in the Grand Rapids, Michigan
area; payment of dues and other business related
expenses in connection with Executive's existing
membership and participation in business, civic and
government-related organizations; and participation in
the car benefit package generally available to upper
-4-
echelon officers of Wolverine; provided that in
addition, and not by way of limitation:
(i) Wolverine shall continue Executive and
Executive's wife under Wolverine's medical and
dental plans until each has attained age 65 under
the same terms, conditions and costs as other
upper echelon officers of Wolverine; provided that
in the event and to the extent Wolverine is not
able to include the Executive and/or the
Executive's wife in any of such medical and dental
plans, Wolverine agrees to provide medical and
dental benefits to Executive and/or Executive's
wife at the same cost to Executive as if Executive
remained a full-time employee of Wolverine from
January 31, 1996, through the time Executive or
his wife, if later, attains age 65;
(ii) The Group Replacement Whole Life
Policy covering Executive (NWML #11036733) shall
continue as at present until Executive has
attained age 65 and Wolverine will pay the
equivalent term life share and the Executive will
pay the balance of the annual premium; provided
that if the Group Replacement Whole Life Policy
does not allow Executive's participation unless
employed by Wolverine, and assuming Executive is
either employed by Wolverine in accordance with
the terms of this Agreement through January 31,
1996, or is unilaterally terminated by Wolverine
without cause prior to such date, Wolverine shall,
in either of these events, prepay, prior to
cessation of Executive's employment, the
equivalent Term Life share insurance premiums due
until Executive attains the age of 65;
(iii) Wolverine's current interest in the
cash value of the NWML Policy #8329728 (formerly
described as the "Split Dollar Policy"), shall be
transferred to Executive within eight (8) days
following the execution of this Agreement and
shall be "grossed up" once for tax purposes.
Provided Executive is employed in accordance with
the terms of this Agreement during the Transition
Period, Wolverine shall pay the premiums due on
the policy. Provided Executive is either employed
by Wolverine in accordance with the terms of this
Agreement through January 31, 1996, or is
unilaterally terminated by Wolverine without cause
prior to such date, Wolverine shall, in either of
-5-
these events, prepay, prior to cessation of
Executive's employment, the premiums due until
Executive attains the age of 65, and grossing them
up once for tax purposes as such prepayments of
premium, or any portion thereof, is taxable to
Executive. For the purpose of this Subsection
3(c)(iii), amounts will be grossed up once for tax
purposes by utilizing the marginal state and
federal income tax rates applicable to Executive
at the time any such amount is taxable to
Executive and by adding (a) the state income tax
on the taxable amount, and (b) the federal income
tax on an amount equal to the taxable amount less
the amount of the state tax;
(iv) Executive shall be entitled to continue
to participate in the 1988 Stock Option Plan or
its successor plan, and any awards granted under
such plan or any successor plan, shall be at the
absolute discretion of the Compensation Committee.
Executive shall be vested 100% in his existing
options and the restrictions with respect to his
existing restricted stock (1984 Executive
Incentive Stock Purchase Plan) will lapse if
Executive's employment is unilaterally terminated
by Wolverine without cause or if Executive
unilaterally terminates his employment and this
Agreement prior to January 31, 1996. Restrictions
still extant on January 31, 1996 with respect to
Executive's existing restricted stock (1984
Executive Incentive Stock Purchase Plan) will
lapse on January 31, 1996 if this Agreement is
then in effect and Executive has complied with its
terms through such date. The terms and vesting
schedule of the existing restricted stock,
options, and option agreements shall continue to
govern in the event Executive's employment is
terminated prior to January 31, 1996, other than
unilateral termination by Wolverine without cause
or unilateral termination by Executive;
(v) Wolverine shall continue to pay for the
preparation of Executive's federal, state and
local income tax returns, together with any
related accounting and legal advice as is
presently provided and paid for by Wolverine,
through calendar year 1995 or, if earlier, the
calendar year in which Executive dies, which
expenditures shall be generally consistent with
the amounts previously reimbursed to Executive.
-6-
In addition, Wolverine shall pay Executive's legal
fees and expenses, in an amount not to exceed Two
Thousand Dollars ($2,000.00), relating to the
negotiation and preparation of this Amended and
Restated Agreement; and
(vi) During the Transition Period, Wolverine
shall continue to pay for the individual
disability policies for Executive that are
currently paid for by Wolverine (NWML
Nos. D097519, D571656 and D677185).
(d) Limitation. Notwithstanding any provision or term
of this Agreement to the contrary, Wolverine shall not be
required or obligated to maintain, amend or adopt any
particular fringe benefit plan, bonus plan, or policy,
including any of the existing plans or policies of
Wolverine, or, except as provided in Section 4 or in
accordance with Section 12 and the agreements referenced
therein, to pay, credit or otherwise vest in Executive as a
participant any amount or level of award or grant under any
such plan or policy; provided, however, that the foregoing
shall not apply to any deferred compensation, bonus, payment
or other credit awarded to Executive under any such plan or
policy or (except as otherwise provided herein) to the
insurance policies and arrangements specified in
Subsections 3(c)(ii), (iii) and (vi) hereof. If Executive
earns income from other employment, or net income from self-
employment or consulting, during the Transition Period,
(excluding any amounts earned by Executive in connection
with the outside board, trust or charitable and civic
endeavors referenced in Section 2 above) the parties agree
that the amount of any such earnings or net income
(including the cash value of any fringe benefits) in excess
of Fifteen Thousand Dollars ($15,000) for fiscal 1993, Fifty
Thousand Dollars ($50,000) for fiscal 1994, and One Hundred
Thousand Dollars ($100,000) for fiscal 1995 should be
deducted from the payments and benefits payable under
Section 3. Within forty (40) days following the end of
fiscal 1993, 1994 and 1995, Executive shall certify to
Wolverine the amount of Executive's income from other
employment, or net income from self-employment or
consulting, for the fiscal year then ended. At the written
request of Wolverine, Executive shall also cause to be
provided to Wolverine a certification and certificate from
an independent certified public accountant, in form and
detail reasonably satisfactory to Wolverine, listing and
disclosing the amount of Executive's income from other
employment, or net income from self-employment or
consulting, for the fiscal year then ended.
-7-
Section 4. Pension. Executive shall continue to
participate in the Wolverine World Wide, Inc. Employees Pension
Plan or any successor plan (the "Pension Plan") while an employee
under the terms of this Agreement. Executive's pension under the
Pension Plan, shall, in accordance with the current terms of the
Pension Plan, become payable on January 31, 1996 (the "Pension
Commencement Date"). Executive shall be entitled to receive
payments in accordance with the terms and provisions of the
Pension Plan and the Wolverine Supplemental Retirement Benefit
(ERISA Excess) Plan dated May 4, 1988 ("ERISA Excess Plan") or,
if greater, the payments set forth below. Except as otherwise
provided below and assuming the terms and provisions of the
Pension Plan do not provide for a greater benefit, the parties
agree that the amount of such pension will be $130,000 per annum
after giving effect to and net of (a) the projection/proration
feature of the Pension Plan, (b) the actuarial reduction for
early retirement, (c) the optional equal annuity marital option,
which option Executive hereby irrevocably elects, and (d) the
social security offset provisions of the Plan. Any portion of
such pension payments not permitted or allowed by government or
regulatory guidelines, policies or rules will be paid by
Wolverine pursuant to its existing ERISA Excess Plan. If these
pension payments are subject to the Federal Insurance
Contribution Act tax or similar charges, the parties agree that
Executive will be responsible for his share of any such tax or
charge. The maximum annual pension benefit referenced above
shall be subject to reduction in the event Executive's employment
with Wolverine is terminated (other than unilateral termination
of Executive by Wolverine without cause, termination due to
Executive's disability, or if Executive unilaterally terminates
his employment and this Agreement) prior to January 31, 1996. In
such event, the annual amount of such pension shall be equal to
(a) the amount otherwise payable to Executive in accordance with
the terms of the Pension Plan and the ERISA Excess Plan, plus
(b) an amount equal to (i) the difference between $130,000 and
the amount referenced in subsection (a) above, times (ii) a
fraction the numerator of which is the number of whole calendar
months during the period from August 1, 1992, through January 31,
1996, that Executive is employed by Wolverine and the denominator
of which is 42. Any life insurance policies or other investment
instruments purchased and utilized to fund, in whole or in part,
the benefits payable under the ERISA Excess Plan, will be
transferred to Michigan National Bank ("MNB"), as trustee,
pursuant to the Wolverine World Wide, Inc. Benefit Trust
Agreement between Wolverine and MNB dated May 19, 1987, as
amended ("Benefit Trust Agreement"), and such policies or other
investment instruments will not be materially amended or
cancelled or terminated by Wolverine without the prior consent of
Executive, which consent shall not be unreasonably withheld.
-8-
Section 5. Employee Loan. Executive currently owes
Wolverine certain amounts in accordance with loans issued
pursuant to the Wolverine Stock Option Loan Program. Any
principal installments due and payable in accordance with the
terms of such loans, including any accrued interest, shall be
paid by Executive within eight (8) days following the date of
this Agreement. The remaining loans and amounts owed to
Wolverine by Executive shall continue to be outstanding and shall
be paid in accordance with their respective terms.
Section 6. Termination. The employment of Executive may be
terminated as set forth in this section:
(a) Death. The death of Executive.
(b) Disability. The "disability" of Executive,
as such term is defined in Section 7 of this Agreement.
(c) Termination Upon Notice. Either party may
terminate Executive's employment, with or without
cause, upon notice to the other party.
(d) Cause. Executive may be terminated for
cause. For the purpose of this Agreement, cause is
defined as (i) willful disobedience of reasonable
directives of the Board, the Executive Committee or any
successor Chief Executive Officer of Wolverine; (ii)
dishonesty or commission of a misdemeanor or a felony
injurious to Wolverine; (iii) failure by Executive to
substantially perform the duties described in Section 2
of this Agreement (other than failure resulting from an
illness or disability) after notice of nonperformance
to Executive from the Executive Committee or the Board;
(iv) any default in or breach of Section 9 of this
Agreement; (v) any material default in or breach of
this Agreement other than Sections 2 or 9; or (vi) an
adjudication of a court of competent jurisdiction that
Executive is liable for gross negligence or gross
misconduct in the performance of his duties under this
Agreement.
Section 7. Disability. In the event of Executive's
physical or mental illness or other incapacity which prevents
Executive from substantially performing his duties hereunder
("Disability") during the Transition Period, Executive's term of
employment shall not terminate and Executive shall be entitled to
the salary and other benefits provided herein during the period
-9-
of such Disability; provided, however, that such salary and other
benefits (other than the continuing benefits referenced in
Subsections 3(c)(i), (ii) and (iii)), including the vesting of
pension benefits under the Pension Plan and Section 4 hereof,
shall terminate from and after the last day of the twelfth month
of said Disability, whereupon Executive's term of employment
shall automatically terminate notwithstanding any other provision
of this Agreement. Notwithstanding the foregoing, the salary and
other benefits referenced above (other than the continuing
benefits referenced in Subsections 3(c)(i), (ii) and (iii)),
shall terminate prior to the end of the twelve month continuation
period to the extent Executive receives disability benefits
pursuant to Section 6 of the Deferred Compensation Agreement
dated August 29, 1989, between Wolverine and Executive. If there
should be a dispute between the parties as to Executive's
physical or mental disability at any time, such question shall be
settled by the opinion of an impartial and reputable physician
agreed upon for the purpose by the parties or their
representatives, or failing agreement within ten (10) days of a
written request therefor by either party, then one designated by
the then President of the Kent County Medical Association.
Section 8. Knowing and Voluntary Agreement and Right to
Rescind. Executive represents that he has carefully reviewed
this Agreement, that Wolverine has advised him to consult with
his own counsel with regard to this Agreement, that he has done
so, that he fully understands each provision of this Agreement,
and is knowingly and voluntarily agreeing to each provision.
Specifically, and without limitation of the foregoing, Executive
fully understands and agrees to the general release provisions in
Section 10 below, and understands and agrees that he is giving up
any right to make claims covered by Section 10, including
specifically and without limitation, any claims relating to the
termination of his employment under the terms of his existing
Employment Agreement between the Executive and Wolverine dated
August 24, 1989. Executive understands that he has twenty-two
(22) days after receipt of this Agreement to decide whether to
sign it, and if Executive elects to sign the Agreement before
expiration of twenty-two (22) days he does so voluntarily and
with advice of counsel, and represents to Wolverine that he and
his counsel are electing to waive the full period of review
allowed them under the Older Worker's Benefit Protection Act.
Executive may elect to revoke this Agreement by notifying
Wolverine in writing of such revocation within seven (7) days
after signing this Agreement. Executive represents and agrees
that if he elects to revoke this Agreement he will deliver notice
of such revocation within the 7-day period as provided in Section
16 of this Agreement.
-10-
Section 9. Covenants. In consideration of Wolverine's
payments under this Agreement, Executive covenants and agrees to
perform and abide by the following covenants for, except as
otherwise provided in subsection 9(b) below, the Transition
Period or, if longer, for a period of one (1) year following the
termination of Executive's employment with Wolverine (other than
unilateral termination of Executive's employment by Wolverine
without cause):
(a) Covenant Not to Compete. Executive shall
have no investment, involvement or other connection
whatsoever, directly or indirectly, with any
corporation, partnership, proprietorship, individual,
or other business entity ("Competitor"), that, during
all or any part of the period in which Executive has
such investment, involvement, or other connection,
competes with any business which is substantially
similar to the whole or any part of the business
conducted (or to be conducted) by Wolverine, including
any new businesses or ventures which Wolverine
(currently or during the Transition Period)
contemplates (through itself or a controlled
affiliate), as evidenced by action or deliberation of
the Board, the Executive Committee or any other Board
committee or committee specifically designated by the
Board, entering into at some future date, provided,
that the foregoing restriction as to businesses that
Wolverine is contemplating entering into shall not
apply to unrelated businesses or ventures that
Executive invests or is involved in prior to the date
the Board, the Executive Committee, other Board
committee or any other committee specifically
designated by the Board took action or deliberated
entering into such new business or venture. Without
limiting the generality of the foregoing, Executive
agrees that Executive shall not be or become a
shareholder, partner or other investor in, nor an
officer, employee, consultant, adviser, creditor or
director of, nor a sales or other agent (whether
independent or otherwise) or distributor for, a
Competitor. Executive further agrees that Executive
shall not, either for Executive or on behalf of a
Competitor, directly or indirectly, divert or attempt
to divert any business from Wolverine, solicit any
current or past customer of Wolverine, or attempt to
influence any customer of Wolverine to divert business
from any such entity. The geographic scope of the
foregoing covenants shall be worldwide. Nothing
contained in this Agreement shall prohibit Executive
from acquiring not more than five (5) percent of the
-11-
outstanding shares of any publicly traded equity
security of a Competitor listed for trading in the New
York Stock Exchange, the American Stock Exchange, the
Toronto Stock Exchange, or any other recognized foreign
exchange, or quoted on the National Association of
Securities Dealers Automated Quotation System. During
the Transition Period, Executive shall keep Wolverine
informed of any business or venture in which Executive
shall become a shareholder (other than the acquisition
of shares referenced in the foregoing sentence),
partner, investor, officer, employee, consultant,
adviser, creditor, director, sales or other agent
(whether independent or otherwise) or distributor.
Wolverine shall keep Executive reasonably informed of
all new businesses or ventures which Wolverine
contemplates entering into at some future date if
Executive is no longer an officer of Wolverine or a
member of the Board.
(b) Confidential Information. Executive further
covenants and agrees that he shall not, from the date
of this Agreement and forever afterward, without the
prior approval of Wolverine, use or disclose to any
person, firm, corporation or other entity any material
proprietary, secret or confidential information of
Wolverine or its affiliated companies, including, but
not limited to customer names or information, sales and
manufacturing information, operational methods and
business and trade secrets, but excluding information
within the public domain or which comes within the
public domain in the future through no act or fault of
Executive.
(c) Employees. Executive shall not directly or
indirectly solicit or approach any employee of
Wolverine or its affiliated companies (or any successor
or assignee of Wolverine or its affiliated companies)
for the purpose of inducing the employee to terminate
his or her employment.
(d) Limitation. If a final nonappealable
decision of any court of competent jurisdiction shall
at any time deem the foregoing time periods too lengthy
or the scope of the covenants too broad, the
restrictive time period shall thereafter be deemed (in
that jurisdiction) to be the longest period permissible
by law in that jurisdiction, and the scope shall be
deemed to comprise the largest scope permissible by law
under the circumstances. It is the parties' intent to
protect and preserve the business and goodwill of
-12-
Wolverine and its affiliated companies and thus the
parties agree and direct that the time period and scope
of the foregoing covenants shall be the maximum
permissible duration or size.
(e) Remedies. In the event that Executive
defaults in or breaches any of the covenants set forth
in Section 9 of this Agreement, Wolverine shall be
entitled to one or more of the following remedies,
which shall be cumulative: (a) damages in an amount
equal to the greater of (i) actual damages incurred as
a result of such breach, (ii) the profits or
compensation wrongfully earned by Executive as a result
of such breach, or (iii) the amount paid or to be paid
to Executive pursuant to subsection 3(a) of this
Agreement during the period of such default or breach;
(b) injunctive or other equitable relief prohibiting
Executive from continuing to engage in such activities;
(c) rights of set off against any amounts owed
Executive; and (d) other legal and equitable remedies
(including without limitation reimbursement of
reasonable attorney fees) as may be available under
law. Executive recognizes and acknowledges that in the
event of any default in, or breach of any of the terms,
conditions or provisions of this Section 9 (either
actual or threatened) by Executive, Wolverine's
remedies at law shall be inadequate. Accordingly,
Executive agrees that Wolverine shall be entitled to
the remedies of specific performance and injunctive
relief in addition to any and all other remedies and
rights at law or in equity, and those rights and
remedies shall be cumulative. Specifically, and
without limiting the foregoing, if Executive defaults
in or breaches (either actual or threatened) any of the
covenants set forth in Section 9 of this Agreement,
which default or breach (either actual or threatened)
is not cured or remedied as provided below, Wolverine
shall be entitled to terminate Executive's employment
under this Agreement. Executive shall be entitled to
cure or remedy any default in or breach of (either
actual or threatened) the covenants set forth in
Section 9 of this Agreement, excluding any willful,
intentional or conscious default or breach (either
actual or threatened), for a period of thirty (30) days
after such default or breach (either actual or
threatened) is known to Executive. Notice from
Wolverine to Executive in accordance with the terms of
this Agreement of any such default or breach (either
actual or threatened) shall be presumptive proof of
Executive's knowledge of such default or breach.
-13-
Section 10. General Releases. In consideration of the
payments by Wolverine under this Agreement, Executive agrees as
follows:
(a) Release of All Claims. Executive hereby
waives, releases and forever discharges Wolverine (and
the additional parties listed in subsection (b) below)
of and from all obligations or liabilities to
Executive, and from any and all claims and causes of
action, known or unknown, accrued or unaccrued, that
Executive has or may have against any of them. This
waiver, release and discharge includes, but is not
limited to, all claims (excluding any claims by
Executive relating to a breach or alleged breach of
this Agreement by Wolverine or a future breach or
alleged breach by Wolverine of the agreements
referenced in Section 12 hereof) arising from
Executive's employment or termination from employment
with Wolverine, all claims for reinstatement or
reemployment, all claims for past or future wages,
bonuses, commissions, benefit or compensation programs
(excluding any vested benefits under the Wolverine
Employees Profit Sharing and Savings Plan, which plan
was terminated in 1976), vacation pay, or any other
payments or benefits, all claims for compensatory,
exemplary, punitive or other damages, and all claims
for attorney fees. This waiver, release and discharge
includes, but is not limited to, all claims (excluding
any claims by Executive relating to a breach or alleged
breach of this Agreement by Wolverine or a future
breach or alleged breach of the agreements referenced
in Section 12 hereof) for violation of any express or
implied contract or agreement, written or oral, or for
violation of any common law duty or public policy, or
any statute or order, including, but not limited to the
National Labor Relations Act, Title VII of the Civil
Rights Act of 1964, 42 USC 1981, 42 USC 1983, 42
USC 1985, 42 USC 1986 and 42 USC 1988, the Age
Discrimination in Employment Act, the Employee
Retirement Income Security Act, the Michigan Civil
Rights Act, the Michigan Handicappers'; Civil Rights
Act, any other federal, state or local civil rights
statute, ordinance or regulation. By signing this
Agreement, Executive gives up any such claims, and
promises never to make any such claims, and promises
never to sue over any such claims. Neither this
release nor any other provision of this Agreement is an
admission of any wrongdoing by either party. The
releases in this Section 10, do not affect Executive's
-14-
rights under this Agreement, under the Deferred
Compensation Agreement dated August 29, 1989, under the
Indemnity Agreement dated February 20, 1987, or under
the Severance Agreement dated June 29, 1989, as amended
by this Agreement.
(b) Other Parties Covered by General Releases and
Covenants. It is agreed that Executive's releases,
waivers, discharges and covenants in Sections 9 and
10(a) will also apply in full to and for the benefit of
all of Wolverine affiliated companies, and to all past,
present and future officers, directors, stockholders,
employees, agents, successors and assigns of Wolverine
or any affiliated company in such capacities.
Section 11. Employment Agreement. The Employment Agreement
dated August 24, 1989, between Wolverine and Executive, is hereby
terminated and canceled without any further responsibility or
obligation of one party to the other.
Section 12. Deferred Compensation Agreement,
Indemnification Agreement, and Severance Agreement. The Deferred
Compensation Agreement dated August 29, 1989, and the
Indemnification Agreement dated February 20, 1987, between
Wolverine and Executive, remain in full force and effect. Any
life insurance policies or other investment instruments purchased
and utilized to fund, in whole or in part, the benefits payable
under the Deferred Compensation Agreement, will be transferred to
MNB pursuant to the Benefit Trust Agreement and such policies or
other investment instruments will not be materially amended or
cancelled or terminated by Wolverine without the prior consent of
the Executive, which consent shall not be unreasonably withheld.
Executive shall participate in any future program Wolverine may
institute to provide security or payment protection for upper
echelon employees under the Deferred Compensation Agreement or
the Indemnification Agreement, whether or not such security or
payment protection is provided before or after Executive's
retirement. Executive shall continue to pay the disability
waiver of premium amounts and assessments with respect to the
life insurance policies (or other investment instruments if
applicable) utilized to fund, in whole or in part, the benefits
payable under the Deferred Compensation Agreement. The Severance
Agreement dated June 29, 1989, between Wolverine and Executive
shall remain in full force and effect until the date Executive no
longer holds the office and position of Chief Executive Officer
of Wolverine, at which time it shall be terminated and canceled
without any further responsibility or obligation of one party to
the other. Except as expressly set forth in this Agreement,
-15-
nothing in this Agreement will affect or alter the rights,
benefits, duties or obligations of Executive or Wolverine under
the agreements referenced in this Section 12.
Section 13. Contingent Payment. Wolverine and its
subsidiary, Brooks Shoe, Inc. ("Brooks"), instituted an action
against Nike, Inc. ("Nike"), in 1992 alleging that Nike infringed
upon certain patent and other intellectual property rights owned
by Wolverine and Brooks. Executive was instrumental in causing
Wolverine and Brooks to investigate and pursue their rights
against Nike with respect to the alleged infringement. In
recognition for this past and continuing effort and in
consideration of the execution of this Amended and Restated
Agreement, Wolverine hereby agrees to pay Executive ten percent
(10%) of the net proceeds that Wolverine and/or Brooks receive
from Nike in connection with the above litigation up to a maximum
aggregate amount of Seven Hundred Fifty Thousand Dollars
($750,000). Net proceeds shall mean all payments, including but
not limited to settlement payments, damages and royalties,
Wolverine and/or Brooks receive from Nike through settlement,
judgment or otherwise, less all costs, expenses, or payments
incurred by or on behalf of Wolverine and/or Brooks (or their
affiliated companies) in prosecuting such action or defending any
counterclaim or retaliatory action by Nike against Wolverine or
its affiliated companies. Costs and expenses shall not include
any wage or salary payments to employees of Wolverine and/or
Brooks. All payments to Executive shall be promptly made after
Wolverine and Brooks have realized and received net proceeds from
Nike in connection with such litigation. The obligation of
Wolverine under this Section 13 shall survive the expiration of
this Agreement or the termination of this Agreement if it is
terminated due to Executive's death or disability or if it is
terminated unilaterally by Wolverine without cause or if
Executive unilaterally terminates his employment and this
Agreement.
Section 14. Successors; Binding Agreement.
(a) Wolverine. Wolverine will require any
successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of
Wolverine, to expressly assume and agree to perform
this Agreement in the same manner and to the same
extent that Wolverine would be required to perform it
if no such succession had taken place. Failure of
Wolverine to obtain such assumption and agreement prior
to the effectiveness of any such succession shall be a
-16-
material breach of this Agreement. As used in this
Agreement, "Wolverine" shall mean Wolverine as
hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law or
otherwise.
(b) Successors. This Agreement shall not be
assignable by Executive, but inure to the benefit of
and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees to the
extent of any amounts due and owing under the terms of
this Agreement in the event of Executive's death.
Section 15. Miscellaneous. No provision of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
Executive and such officer or director as may be specifically
designated by the Board or the Executive Committee. No waiver by
either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provisions of
this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement and
this Agreement sets forth the entire agreement and understanding
of the parties. The agreement of the parties and the parties'
rights under this Agreement are exclusively set forth in this
Agreement and neither party shall be bound by or rely upon any
oral or written promise or statement, including any made during
discussions or negotiations between the parties. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Michigan as
applicable to contracts made and to be performed in the State of
Michigan.
Section 16. Validity. The invalidity of unenforceability
of any provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
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
-17-
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: Chairman-Compensation
Committee
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, Esq.
If to Executive: Thomas D. Gleason
656 Manhattan Road, S.E.
East 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: Glen V. Borre, Esq.
Mark D. Sevald, Esq.
Section 18. Legal Fees and Expenses. Executive shall pay
or reimburse Wolverine for all reasonable legal fees and related
expenses incurred by Wolverine (and its affiliates) as a result
of any default in or breach of this Agreement by Executive, and
Wolverine shall pay or reimburse Executive for all reasonable
legal fees and related expenses incurred by Executive as a result
of any default in or breach of this Agreement by Wolverine.
Section 19. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be
an original, but all of which together will constitute one and
the same instrument.
-18-
Section 20. Amended and Restated Agreement. This Amended
and Restated Agreement amends and restates in its entirety the
Agreement, dated as of July 24, 1992, dealing with the subject
matter hereof. The effective date of this Amended and Restated
Agreement shall be July 24, 1992, and the phrases "date hereof,"
"effective date of this Agreement," "Agreement date" or similar
terms shall mean July 24, 1992.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on May 26, 1994, as of the day and year first above
written.
WOLVERINE WORLD WIDE, INC.
By s/ Daniel T. Carroll
Daniel T. Carroll, Director and
Chairman of the Compensation
Committee of the Board of
Directors
s/ Thomas D. Gleason
Thomas D. Gleason
-19-
EXHIBIT A
BONUS PLAN PARTICIPATION PERCENTAGES AT
BASE SALARY AND AT TARGET
ANNUAL PLAN LONG-TERM PLAN
% Participation % Participation
Year At Target Year At Target
1992 36% 1990-92 50%
1993 33% 1991-93 50%
1994 30% 1992-94 50%
1995 25% 1993-95 40%
Limitations: Notwithstanding the terms, provisions or
conditions of the Long-Term Plan or the Annual
Plan (or any agreement or understanding involving
Executive which relates to such plans), Executive
shall not, on an annual basis, be entitled to be
awarded or receive more than Fifty Thousand
Dollars ($50,000) under each of the following
bonus plans (i) the Long-term Plan for each of the
three-year periods ending with fiscal 1992, 1993,
1994 and 1995, or (ii) the Annual Plan for each of
fiscal 1992, 1993, 1994 and 1995. Executive's
participation in the Annual Plan shall be
determined solely from the corporate goal
component as specified from time-to-time in such
plan. Executive's right to participate in the
Long-Term Plan ending with fiscal 1995 and the
Annual Plan for fiscal 1995, shall survive
Executive's retirement on January 31, 1996, in
accordance with the terms of this Agreement.