Exhibit 10.2
Grantee: Phillip D. Matthews
Address: 1340 Oak View Avenue
San Marino, CA 91108
Number of Shares: 10,000
Date of Award: March 27, 1995
Restricted Stock Number: 94R/PDM-1
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 PHILLIP D. MATTHEWS, the Chairman of
Wolverine's Board of Directors ("Matthews").
The Compensation Committee of Wolverine's Board of Directors (the
"Committee") hereby awards restricted stock to Matthews, conditioned upon
his continued service as Chairman of the Board of Directors of Wolverine
and subject to the terms, conditions, and provisions contained in this
Agreement.
1. Award. Wolverine hereby awards to Matthews 10,000 shares of
Wolverine's common stock, $1 par value, subject to restrictions imposed
under this Agreement (the "Restricted Stock").
2. Transferability. Until the restrictions lapse as set forth in
paragraph 3 below, the Restricted Stock granted under this Agreement is not
transferable by Matthews except by will or according to the laws of descent
and distribution. In addition, all rights with respect to the Restricted
Stock are exercisable during Matthews' lifetime only by Matthews or his
guardian or 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 3,334
shares of the Restricted Stock shall lapse on the date of this Agreement;
restrictions on an additional 3,333 shares of the Restricted Stock shall
lapse on January 1, 1996; and restrictions on the remaining 3,333 shares of
the Restricted Stock shall lapse on January 1, 1997. The periods during
which Restricted Stock is subject to restrictions imposed under this
Agreement shall be known as "Restricted Periods."
4. Certifications. Matthews intends to continue to serve as
Chairman of the Board of Wolverine for the remainder of Matthews' term
during which the Restricted Stock evidenced by this Agreement was granted.
Matthews hereby represents and warrants that Matthews is acquiring the
Restricted Stock awarded under this Agreement for Matthews' own account and
investment and without any intent to resell or distribute the Restricted
Stock. Matthews 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 Chairman of the Board Status. If Matthews' status
as Chairman of the Board with Wolverine is terminated during any Restricted
Period for any reason other than Matthews' death, disability, termination
"for cause" as defined in the Supplemental Director's Fee Agreement of even
date herewith between Wolverine and Matthews ("Fee Agreement"), or
termination by Wolverine following a "Change of Control" (as such term is
defined in the Fee Agreement), all Restricted Stock still subject to
restrictions at the date of such termination shall automatically be
forfeited and returned to Wolverine; provided, however, that in the event
of a termination of Chairman of the Board status by Wolverine, the
Committee may, in its sole discretion, waive the automatic forfeiture of
any or all such shares of Restricted Stock and/or may add such new
restrictions to such shares of Restricted Stock as it deems appropriate.
In the event Matthews' status as Chairman of the Board is terminated with
Wolverine because of death or disability during any Restricted Period, the
restrictions applicable to Matthews' shares of Restricted Stock still
subject to restriction 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 still subject to restriction
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, and all remaining shares shall be forfeited and returned to
Wolverine; provided, however, that the Committee may, in its sole
discretion, waive the restrictions remaining on any or all such remaining
shares of Restricted Stock either before or after Matthews' death or
disability. In the event Matthews' status as Chairman of the Board with
Wolverine is terminated by Wolverine following a "Change of Control" (as
such term is defined in the Fee Agreement), the restrictions applicable to
Matthews' shares of Restricted Stock shall immediately terminate. In the
event Matthews' status as Chairman of the Board with Wolverine is
terminated "for cause" (as such term is defined in the Fee Agreement),
Matthews 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. No Obligation of Wolverine. The award of Restricted Stock under
this Agreement shall not impose upon Wolverine any obligation to retain
Matthews as Chairman of the Board or in any other capacity for any given
period or upon any specific terms. Wolverine may at any time remove
Matthews from his position as Chairman of the Board in accordance with
Wolverine's By-Laws, Certificate of Incorporation, or applicable law, free
from any liability or claim under this Agreement except as expressly
provided otherwise herein.
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7. Stockholder Rights. During the Restricted Period, Matthews shall
have all voting, dividend, liquidation, and other rights with respect to
the Restricted Stock held of record by Matthews as if Matthews held
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.
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, Matthews 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. Corporate Changes. In the event of any stock dividend, stock
split, reverse stock split, recapitalization, merger, consolidation,
combination, exchange of shares, or any other change in the corporate
structure or shares of Wolverine, the number and class of shares of
Restricted Stock shall be appropriately adjusted.
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.
WOLVERINE WORLD WIDE, INC.
By s/ Geoffrey B. Bloom
Geoffrey B. Bloom, Chief Executive
Officer
s/ Phillip D. Matthews
Phillip D. Matthews
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