EXHIBIT 10(t)
Wolverine World Wide, Inc. - Rockford, Michigan 49351
616-866-5500 Fax 616-866-0257
Geoffrey B. Bloom
President and Chief Executive Officer
May 2, 1994
Mr. George A. Andrews
8655 Wolven
Rockford, Michigan 49341
Dear George:
In order to confirm our earlier offer to you regarding your acceptance of
your new position as Senior Vice President of Finance and Administration
for the Global Operations Group effective February 28, 1994, I believe it
is helpful to set forth our agreement and list these terms in writing. We
appreciate your past contributions at Wolverine and look forward to working
closely with you in your new position.
Wolverine will provide you the following compensation package in connection
with your new position.
- Position. Senior Vice President of Finance and Administration
for the Global Operations Group reporting to Rick DeBlasio. You
have previously received a copy of this position description.
- Salary. Annual salary of $130,000. You will be eligible for
annual performance reviews based upon your performance in this
position.
- Car Allowance. You would retain your present car allowance of
$5,902 per year with this figure being frozen until it was in
line with allowances for similar positions.
- Stock Awards. You would be eligible for annual stock awards
beginning in 1994 subject to Compensation Committee approval of
both Restricted Stock Grants and Incentive Stock Options. These
awards, when granted, would be similar to those offered other
participants in the current "B" category. Last year these awards
averaged 500 Restricted Shares and 2,000 ISOs.
- Bonus.
a. Annual Plan. You will be a participant in the 1994 Annual
Executive Plan at a 20% target payout.
Mr. George A. Andrews
May 2, 1994
Page 2
b. Three Year Plans. You will be a participant in the 1994-
1996 Three Year Plan at a target payout of 20% of your
annual average compensation earned during those years. You
will retain your participation in both the 1992-1994 Plan
and the 1993-1995 Plan at a 30% target payout with your 1994
and 1995 compensation level being calculated at $171,000
annually for purposes of these two Three Year Plans.
- Deferred Compensation. You will retain your current benefit in
your Deferred Compensation Agreement. If you are employed by the
company until age 58 we will waive any early draw reductions,
permitting you to begin to draw full benefit payments at the
later of age 58 or your termination from the company.
- Vacation. We will pay you the difference between your current
salary and your new salary for the eight weeks' vacation time you
are currently owed. You will earn future years vacation at your
future salary.
- Executive Life and Disability. You will continue these benefits
under similar terms to others in similar positions.
- Pension. You will be eligible for normal pension plan benefits
due you from our qualified "Pension Plan" according to its terms
and provisions. Should you leave the company, for whatever
reason other than for cause termination by the company in 1994,
the company will provide, in addition to the above benefits, the
difference between the Pension Plan calculation and the benefit
that would have been calculated, based on your same years of
service, had your 1994 compensation been comprised of your former
$171,000 salary, in addition to your normally included current
car allowance, and your 1993 annual bonus payment payable in
March, 1994. Should you leave the company, for whatever reason,
other than termination for cause, in any time in 1995 through
1997, the company will provide, in addition to your normally
calculated pension benefit, the difference between the normally
calculated pension benefit and the greater of the (i) benefit
calculated, based on your then years of service, on your eligible
compensation as defined in the then current Pension Plan, or (ii)
$200,000.
- Termination/Severance. You understand and agree that the company
may terminate you for any reason, with or without cause, at any
time. To the extent that your employment is unilaterally
terminated by the company without cause prior to the end of
-2-
Mr. George A. Andrews
May 2, 1994
Page 3
fiscal 1996, you will be entitled to receive, in exchange and in
consideration for the execution and delivery at that time of a
release in form satisfactory to the company, the payments and
benefits set forth below:
- Salary/Car Allowance Continuation.
(a) Should your termination, as described above, occur between
January 1, 1994 and December 31, 1994, the company would pay
you an annual salary of $171,000 and car allowance of $5,902
for a period not to exceed the lesser of 24 months from the
termination date or until you obtained a new position.
(b) Should your termination, as described above, occur on or
after January 1, 1995 and on or before December 31, 1996,
the company would pay you an annual salary and car allowance
equal to the average annual salary and car allowance earned
from January 1, 1993 to date of termination. This
compensation level would be paid to you for the lesser of
the term shown below or until you obtain a new position.
Date of Termination January, 1995 24 months
Date of Termination February, 1995 23 months
Date of Termination March, 1995 22 months
Date of Termination April, 1995 21 months
Date of Termination May, 1995 20 months
Date of Termination June, 1995 19 months
Date of Termination July, 1995 18 months
Date of Termination August, 1995 17 months
Date of Termination September, 1995 16 months
Date of Termination October, 1995 15 months
Date of Termination November, 1995 14 months
Date of Termination December, 1995 13 months
Date of Termination January, 1996 -
December, 1996 12 months
(c) In the event you are terminated, as described above, on or
after January 1, 1997, the company will consider an offer of
pay in lieu of notice, if any, in its sole discretion based
on its review of the facts and circumstances.
- Stock Awards. You would receive full vesting on all unvested
restricted stock grants, incentive stock options and non-
qualified stock options that have previously been granted to you.
-3-
Mr. George A. Andrews
May 2, 1994
Page 4
- Bonus. You are currently due an annual bonus payment from the
1993 plan which will be paid to you in March, 1994. In addition,
you will be eligible to receive a pro rata portion of a payout,
if any, from all existing Three Year Plans of which you had been
elected a participant.
- Deferred Compensation. Should your employment be unilaterally
terminated by the Company without cause as described above:
(a) Before August 20, 1995, the vested benefit referenced in
Section 2 of your Deferred Compensation Agreement shall be
$32,200 for 15 years beginning at age 58.
(b) On or after August 20, 1995, and on or before August 19,
1996, the vested benefit referenced in Section 2 of your
Deferred Compensation Agreement shall be $34,800 for 15
years beginning at age 58.
(c) On or after August 20, 1996, and on or before August 19,
1997, the vested benefit referenced in Section 2 of your
Deferred Compensation Agreement shall be $37,400 for 15
years beginning at age 58.
An earlier section of this agreement addresses this benefit for
termination after your age 58 (August 20, 1994). All other
provisions of your Deferred Compensation Agreement remain
unchanged.
- Pension Benefits. You would receive all pension benefits that
would be currently owed you under the pension plan and the terms
of this agreement.
- Health and Dental Insurance. The company would subsidize the
first twelve months of COBRA eligibility for you and your then
enrolled dependents, subject to normal payroll deductions.
- Vacation. You would be paid all unused eligible vacation that is
owed to you on the termination date.
- Other Benefits. All other benefits would be canceled as of your
termination date.
RELEASE
Because this compensation package is substantially more generous to
that normally provided for this position, in consideration for such
sums you hereby release, waive and forever discharge Wolverine World
Wide, Inc., its officers, directors, agents, representatives,
-4-
Mr. George A. Andrews
May 2, 1994
Page 5
affiliates and employees as well as all affiliated, subsidiary or
parent corporations, and their officers, directors, agents,
representatives, affiliates, and employees, from any and all actions,
claims, suits, charges, damages and demands, whether known or unknown,
contingent or accrued, which you may now have or hereafter acquire on
account of, arising out of or relating to your prior employment by the
company and/or its affiliates, or your termination of employment or
change in position as contemplated by this Agreement. This release,
waiver and discharge specifically includes but is not limited to
claims for any 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, and any other federal, state
or local civil rights statute, ordinance or regulation. This waiver
of rights and release of all claims through the date hereof is knowing
and voluntary. The invalidity in whole or in part of any provision of
this release will not affect the validity of any other provision.
Neither this release nor any other provision of this Agreement is an
admission of any wrongdoing by either party.
Since you are age 40 or older, you have a period of up to 21 days after
original receipt of this letter to decide whether to accept this financial
assistance by signing and returning this letter.
You may voluntarily waive this 21-day period. After you sign, you will
have an additional period of seven days following signature to request that
it be returned to you thus canceling this offer and waiver and release. If
you do nothing during this seven-day period, then your compensation will be
computed as stated. As required by law, since you are age 40 or older you
are being advised to consult an attorney before you sign this letter. Be
advised to consult an attorney before you sign this letter. By signing
below you agree that you have carefully reviewed this letter as written so
you understand its contents and the effect.
Very truly yours,
/S/ Geoffrey B. Bloom
GBB:jjc
Read, Understood and Accepted
/S/ George A. Andrews
George A. Andrews
May 16, 1994
Date
-5-