Exhibit 10(z)
Employee: Charles F. Morgo
Address: 3039 Manhattan Lane
Grand Rapids, Michigan 49506
Number of Shares: 4,500
Date of Award: April 21, 1994
Restricted Stock Number: 93R-41
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is made as of the
award date set forth above, between WOLVERINE WORLD WIDE, INC., a Delaware
corporation ("Wolverine"), and the employee named above ("Employee").
The Wolverine World Wide, Inc. 1993 Stock Incentive Plan (the
"Plan") is administered by the Compensation Committee of Wolverine's Board
of Directors (the "Committee"). The Committee has determined that Employee
is eligible to participate in the Plan. The Committee has awarded
restricted stock to Employee, subject to the terms and conditions contained
in this Agreement and in the Plan.
Employee acknowledges receipt of a copy of the Plan and accepts
this restricted stock award subject to all of the terms, conditions, and
provisions of this Agreement and the Plan.
1. Award. Wolverine hereby awards to Employee shares of Wolverine's
common stock, $1 par value, set forth above, and subject to restrictions
imposed under this Agreement and the Plan (the "Restricted Stock").
2. Transferability. Until the restrictions lapse as set forth in
paragraph 3 below, the Plan provides that Restricted Stock granted under
this Agreement is generally not transferable by Employee except by will or
according to the laws of descent and distribution, and further provides
that all rights with respect to the Restricted Stock are exercisable during
Employee's lifetime only by Employee, Employee's guardian, or Employee's
legal representative. Wolverine shall place an appropriate legend upon any
certificate representing shares of Restricted Stock awarded under this
Agreement 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, the restrictions imposed on the Restricted Stock awarded
pursuant to this Agreement shall lapse as follows: restrictions on 1,500
shares of the Restricted Stock shall lapse on December 31, 1994;
restrictions on an additional 1,500 shares of the Restricted Stock shall
lapse on December 31, 1995; and restrictions on the remaining 1,500 shares
of the Restricted Stock shall lapse on December 31, 1996. The periods
during which Restricted Stock is subject to restrictions imposed by the
Plan and under this Agreement shall be known as "Restricted Periods."
4. Registration and Listing; Securities Laws.
(a) The Restricted Stock award under this Agreement is
conditional upon (i) the effective registration or exemption of
the Plan and the Restricted Stock granted thereunder under the
Securities Act of 1933 and applicable state or foreign securities
laws, and (ii) the effective listing of the stock on the New York
Stock Exchange and the Pacific Stock Exchange.
(b) Employee hereby represents and warrants that Employee
is acquiring the Restricted Stock awarded under this Agreement
for Employee's own account and investment and without any intent
to resell or distribute the Restricted Stock. Employee shall not
resell or distribute the 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 or Officer Status. If Employee
terminates employment with Wolverine or any of its subsidiaries during any
Restricted Period for any reason other than Employee's death, disability,
or termination for cause, all Restricted Stock still subject to
restrictions at the date of such termination shall automatically be
forfeited and returned to Wolverine. In the event Employee terminates
employment with Wolverine because of death or disability during any
Restricted Period, the restrictions applicable to the total number of
shares of Restricted Stock originally granted shall terminate automatically
with respect to that number of shares (rounded to the nearest whole number)
equal to the total number of shares of Restricted Stock granted to Employee
multiplied by the number of full months that have lapsed since the date of
grant divided by the maximum number of full months of the Restricted
Period. All remaining shares shall be forfeited and returned to Wolverine.
If Employee is terminated for cause during any Restricted Period, Employee
shall have no further right to receive any Restricted Stock, and all
Restricted Stock still subject to restrictions at the date of such
termination shall automatically be forfeited and returned to Wolverine.
6. Employment by Wolverine. The award of Restricted Stock under
this Agreement shall not impose upon Wolverine or any subsidiary any
obligation to retain Employee in its employ for any given period or upon
any specific terms of employment. Wolverine or any subsidiary 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, dividend, liquidation, and other rights with respect to
the Restricted Stock held of record by Employee as if Employee held
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unrestricted common stock; provided, however, that the unvested portion of
any Restricted Stock award shall be subject to any restrictions on
transferability or risks of forfeiture imposed pursuant to this Agreement
or the Plan. Any noncash dividends or distributions paid with respect to
shares of unvested Restricted Stock shall be subject to the same
restrictions as those relating to the Restricted Stock awarded under this
Agreement. After the restrictions applicable to the 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 or one 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
Restricted Stock award under this Agreement, including, without limitation,
the award or vesting of, or payments of dividends with respect to, the
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 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 Restricted Stock shall be
effective as of the date first set forth above.
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.
WOLVERINE WORLD WIDE, INC.
By s/ Geoffrey B. Bloom
Geoffrey B. Bloom, Chief Executive
Officer
s/ Charles F. Morgo
Charles F. Morgo
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