See notes to consolidated condensed financial statements.
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See notes to consolidated condensed financial statements.
-3-
See notes to consolidated condensed financial statements.
-4-
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.
-5-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 9, 1995
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. For further information, refer to the
consolidated financial statements and footnotes included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
Certain amounts in 1994 have been reclassified to conform with the
presentation used in 1995.
NOTE B - FLUCTUATIONS
The Company's sales are seasonal, particularly in its major divisions, Hush
Puppies
and the Wolverine Footwear Group. Seasonal sales
patterns and the fact that the fourth quarter has sixteen or seventeen weeks
as compared to twelve weeks in each of the first three quarters cause
significant differences in sales and earnings from quarter to quarter. These
differences, however, follow a consistent pattern each year.
NOTE C - COMMON STOCK
On March 10, 1994, the Company announced a 3-for-2 stock split on shares
outstanding on March 21, 1994. Also, on April 19, 1995, the Company announced
an additional 3-for-2 stock split on shares outstanding on May 1, 1995. All
share and per share data have been retroactively adjusted for the increased
shares resulting from these stock splits.
NOTE D - EARNINGS PER SHARE
Primary earnings per share are computed based on the weighted average shares
of common stock outstanding during each period assuming that the stock splits
described in Note C had been completed at the beginning of the earliest period
presented. Common stock equivalents (stock options) are included in the
computation of primary and fully diluted earnings per share.
-6-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISONS OF THIRD QUARTER 1995 TO THIRD QUARTER
1994
Third quarter net sales and other operating income of $100.5 million for 1995
exceeded 1994 levels by $8.6 million (a 9.3% increase), and 1995 year-to-date
net sales of $263.1 million compares to $238.0 million recorded for the
comparable period of 1994 (a 10.5% increase). The strong performance of the
Wolverine Footwear Group continued, accounting for $6.8 million of the
quarterly net sales and other operating income increase and $21.5 million of
the year-to-date increase. Current year third quarter increases of $3.0
million and year-to-date increases of $4.6 million generated by United States
Department of Defense contracts helped offset a $1.3 million third quarter
decrease in the Hush Puppies Retail Division, a result of a 1994 decision to
downsize the retail operations. Sales in the Hush Puppies Wholesale
Division remained flat due to the generally difficult retail environment
for apparel and footwear in the United States. The Leather and Tru-Stitch
Divisions recognized slight sales increases which are in line with the
Company's plan.
Gross margin as a percentage of net sales and other operating income for the
third quarter of 1995 was 28.6% compared to the prior year level of 29.3%.
Year-to-date gross margin of 30.0% for 1995 compares to 30.4% for 1994.
Improved margins were recorded in the Wolverine Footwear Group through
increased licensing revenues and manufacturing and sourcing efficiencies.
The Leather Division continued its strong performance reporting a
year-to-date $1.8 million gross margin increase. The increase in gross
margin was achieved by significant reductions in fixed costs, a shift in
product mix to higher value added products and price adjustments. These
improvements were offset by decreases in the Hush Puppies Wholesale and
Retail Divisions, resulting from the continued soft retail climate which
impacts both initial wholesale margins and retail promotional pricing
requirements.
Selling and administrative costs totaling $20.0 million (20.0% of net sales)
for the third quarter of 1995 remained relatively consistent with the 1994
third quarter levels of $20.2 million (22.0% of net sales). Year-to-date
selling and administrative expenses of $60.1 million (22.9% of net sales) in
1995 are comparable to $57.9 million (24.3% of net sales) in 1994. Year-to-date
selling, advertising and distribution costs associated with the increased
sales volume combined with advertising and promotional investments for
Wolverine Brand accounted for $4.3 million of the increase. Offsetting
decreases in direct selling costs were reported in the Hush Puppies Retail
Division totaling $.9 million, which were due to the strategic
repositioning of the Hush Puppies Retail Division. Hush Puppies Wholesale
distribution costs have decreased 13% from $3.1 million to $2.7 million,
reflecting the implementation of a new incentive wage program designed to
reduce costs through increased productivity.
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Interest expense for the third quarter of 1995 was $1.5 million, compared to
$1.3 million for the same period of 1994. Year-to-date interest expense for
1995 and 1994 was $3.1 million and $2.9 million, respectively. The 1995
interest expense totals reflect an increase in borrowings outstanding
partially offset by reduced senior debt interest rates and average borrowing
costs. Increased borrowings were needed to fund working capital requirements
associated with sales growth.
The effective income tax rates on net earnings from continuing operations
decreased on a year-to-date basis in 1995 from 1994 levels (30.6% compared
to 32.1%). The effective tax rates reflect the anticipated annualized rate
for the Company giving consideration to the non-taxable net earnings of
foreign subsidiaries.
Net earnings from continuing operations of $5.2 million ($.31 per share) for
the twelve weeks ended September 9, 1995 compared favorably to earnings of
$3.8 million ($.23 per share) for the respective period of 1994. Year-to-date
net earnings from continuing operations of $11.6 million ($.69 per share) in
1995 compared with earnings of $7.6 million ($.47 per share) for the same
period of 1994. Increased earnings are primarily a result of the items noted
above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Accounts receivable of $85.6 million at September 9, 1995 reflect an increase
of $14.0 million and $14.9 million over the balances at September 10, 1994 and
December 31, 1994, respectively. Inventories of $110.4 million at September
9, 1995 reflect an increase of $26.0 million and $31.4 million over the
balances at September 10, 1994 and December 31, 1994, respectively. The
increases in accounts receivable were directly related to increased volume.
Inventories were increased to meet anticipated future demand in both
wholesaling and manufacturing. Third quarter order backlogs have increased
25% when compared to 1994, supporting the requirement for increased
inventories. Fourth quarter shipments are expected to reduce inventories to
levels which will be commensurate with the growth of the Company's wholesale
businesses.
Other current assets totaling $14.9 million at September 9, 1995 were
unchanged from December 31, 1994 levels and is $4.0 million higher than the
September 10, 1994 balance. The increases were primarily a result of the
current portion of notes receivable from the 1992 disposition of the Brooks
operations becoming classified as a current asset.
Total interest bearing debt of $83.8 million on September 9, 1995 compares to
$67.8 million and $45.2 million at September 10, 1994 and December 31, 1994,
respectively. The increase in debt since December 31, 1994 was a result of
the seasonal working capital requirements of the Company. The increase over
September 10, 1994 was primarily attributable to additional investment in
inventories to meet anticipated sales demand in the last quarter of 1995. The
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Company is currently examining its long term capital requirements. It is
expected that continued growth of the Company will require increases in
capital funding over the next several years. An expansion of warehousing and
administrative facilities is being contemplated and alternatives for meeting
these and other of the Company's capital needs are being evaluated.
The Company issued $30.0 million of senior debt during the third quarter of
1994 with an interest rate of 7.81%. Proceeds were used to pay $21.4 million
of existing 10.4% senior debt and to reduce balances outstanding under a
revolving credit facility. Additionally, the long-term revolving debt
scheduled to expire in June 1995 was renegotiated during 1994 to provide more
favorable terms and conditions and the Company's revolving credit facility was
extended through June 1998.
The 1995 third quarter dividend declared of $.035 per share of common stock
represents a 29.6% increase over the $.027 per share (post split) declared for
the third quarter of 1994. The dividend is payable February 1, 1996 to
stockholders of record on January 2, 1996.
The Company's increased investments in capital improvements have resulted in a
$1.3 million increase in depreciation expense for year-to-date 1995 over the
same period of 1994. These capital investments reflect the ongoing
integration of manufacturing facilities and refurbishment of a corporate
office building.
During the fourth quarter of 1994, the Company adopted a formal plan to
withdraw from its Lamont's leased shoe department business, which resulted in
a charge to 1994 fourth quarter earnings of $1.2 million. This plan was
completed as of July 15, 1995.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as exhibits to this
report on Form 10-Q:
Exhibit
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as Exhibit
4(a) to the Company's Quarterly Report on Form 10-Q for the period
ended June 18, 1994. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended January
1, 1994. Here incorporated by reference.
-9-
3.3 Amendment to Bylaws. Previously filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the period ended March 25, 1995.
Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above.
4.2 Rights Agreement dated as of May 7, 1987, as amended and restated as
of October 24, 1990. Previously filed with Amendment No. 1 to the
Company's Form 8-A filed November 13, 1990. Here incorporated by
reference. This agreement has been amended by the Second Amendment to
Rights Agreement included as Exhibit 4.6 below.
4.3 Amended and Restated Credit Agreement dated as of October 13, 1994
with NBD Bank, N.A. as Agent. Previously filed as Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. Here incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior
Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the period ended September 10, 1994. Here
incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to that described in Exhibit 4.4 above. The
amount of none of these classes of debt exceeds 10% of the Company's
total consolidated assets. The Company agrees to furnish copies of
any agreement defining the rights of holders of any such long-term
indebtedness to the Securities and Exchange Commission upon request.
4.6 Second Amendment to Rights Agreement made as of October 28, 1994
(amending the Rights Agreement included as Exhibit 4.2 above).
Previously filed as Exhibit 4(f) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994. Here
incorporated by reference.
10.1 Supplemental Executive Retirement Plan.
27 Financial Data Schedule.
(b) REPORT ON FORM 8-K. No reports on Form 8-K have been filed during
the period for which this report is filed.
-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
October 23, 1995 s/Geoffrey B. Bloom
Date Geoffrey B. Bloom
President and Chief Executive Officer
(Duly Authorized Signatory for Registrant)
October 23, 1995 s/Stephen L. Gulis, Jr.
Date Stephen L. Gulis, Jr.
Vice President and Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Signatory of Registrant)
-11-
EXHIBIT INDEX
Exhibit
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as Exhibit
4(a) to the Company's Quarterly Report on Form 10-Q for the period
ended June 18, 1994. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended January
1, 1994. Here incorporated by reference.
3.3 Amendment to Bylaws. Previously filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the period ended March 25, 1995.
Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above.
4.2 Rights Agreement dated as of May 7, 1987, as amended and restated as
of October 24, 1990. Previously filed with Amendment No. 1 to the
Company's Form 8-A filed November 13, 1990. Here incorporated by
reference. This agreement has been amended by the Second Amendment to
Rights Agreement included as Exhibit 4.6 below.
4.3 Amended and Restated Credit Agreement dated as of October 13, 1994
with NBD Bank, N.A. as Agent. Previously filed as Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. Here incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior
Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the period ended September 10, 1994. Here
incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to that described in Exhibit 4.4 above. The
amount of none of these classes of debt exceeds 10% of the Company's
total consolidated assets. The Company agrees to furnish copies of
any agreement defining the rights of holders of any such long-term
indebtedness to the Securities and Exchange Commission upon request.
4.6 Second Amendment to Rights Agreement made as of October 28, 1994
(amending the Rights Agreement included as Exhibit 4.2 above).
Previously filed as Exhibit 4(f) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994. Here
incorporated by reference.
10.1 Supplemental Executive Retirement Plan.
27 Financial Data Schedule.
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EXHIBIT 10.1
WOLVERINE WORLD WIDE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Page
ARTICLE 1 - Establishment of Plan ........................... 1
1.1 Establishment of Plan .............................. 1
1.2 Employer; Company................................... 1
1.3 Rabbi Trust ........................................ 1
1.4 Effective Date ..................................... 1
ARTICLE 2 - Definitions ..................................... 2
2.1 Employee ........................................... 2
2.2 Pension Plan ....................................... 2
2.3 Plan Year .......................................... 2
2.4 Present Value ...................................... 2
2.5 Spouse/Married ..................................... 2
2.6 Surviving Spouse ................................... 2
ARTICLE 3 - Participant ..................................... 3
3.1 Designation as Participant ......................... 3
3.2 Inactive Participant Status ........................ 3
ARTICLE 4 - Contributions/Funding ........................... 4
4.1 Amount ............................................. 4
4.2 No Relationship to Benefits ........................ 4
4.3 Unfunded Plan ...................................... 4
4.4 Unsecured Creditor Status .......................... 4
ARTICLE 5 - Amount of Benefits .............................. 5
5.1 Retirement Benefits ................................ 5
(a) Age 65......................................... 5
(b) Before Age 65 ................................. 6
(c) Annual Pension Benefit ........................ 6
5.2 Death .............................................. 6
(a) Before Commencement of Benefits ............... 6
(b) After Retiring ................................ 6
5.3 Disability ......................................... 6
(a) Disabled Defined .............................. 7
(b) Benefit if Participant Becomes Disabled
Before Retiring ............................... 7
5.4 Minimum Benefit .................................... 7
(a) Difference - Additional Benefit ............... 7
(b) Determinations ................................ 8
ARTICLE 6 - Forfeiture ...................................... 9
6.1 Misconduct ......................................... 9
6.2 Competitive Activity ............................... 9
6.3 Insurance Related .................................. 9
ARTICLE 7 - Payment of Benefits ............................. 10
7.1 Event of Distribution .............................. 10
7.2 Form of Payment .................................... 10
(a) Presumed Method ................................ 10
(b) 5 or 10-Year Certain and Life .................. 10
(c) Joint and 100% Spouse Annuity .................. 10
(d) Lump Sum ....................................... 10
(e) $3,500 or Less ................................. 10
7.3 Calculation ........................................ 11
7.4 Time of Payment - Retirement ....................... 11
(a) At or After Age 65 ............................. 11
(b) Age 55 to 65 ................................... 11
(c) Lump Sum ....................................... 11
(d) Delayed Payment ................................ 11
7.5 Time of Payment - Death ............................ 11
(a) Spouse ........................................ 11
(b) Payment to Beneficiary ......................... 11
(c) Beneficiary .................................... 11
(d) Payment to Estate .............................. 12
(e) Withholding Taxes .............................. 12
(f) Generation-Skipping Transfer Tax ............... 12
ARTICLE 8 - Administration .................................. 13
8.1 Duties, Powers, and Responsibilities of
the Employer ....................................... 13
(a) Required ....................................... 13
(b) Discretionary .................................. 13
8.2 Employer Action .................................... 13
8.3 Plan Administrator ................................. 13
8.4 Duties, Powers, and Responsibilities of the
Administrator ...................................... 14
(a) Plan Interpretation ............................ 14
(b) Participant Rights ............................. 14
(c) Claims and Elections ........................... 14
(d) Benefit Payments ............................... 14
(e) Administrative Information ..................... 14
(f) Recordkeeping .................................. 14
(g) Reporting and Disclosure ....................... 14
(h) Advisers ....................................... 14
(i) Other Powers and Duties ........................ 14
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8.5 Claims Procedure ................................... 15
(a) Initial Determination .......................... 15
(b) Method ......................................... 15
(c) Further Review ................................. 15
(d) Redetermination ................................ 15
8.6 Participant's Responsibilities ..................... 15
ARTICLE 9 - Investment and Administration of Assets ......... 16
9.1 Rabbi Trust ........................................ 16
9.2 Insurance .......................................... 16
9.3 Available to Creditors ............................. 16
9.4 No Trust or Fiduciary Relationship ................. 16
9.5 Benefit Payments ................................... 16
ARTICLE 10 - Special Change in Control Benefit .............. 17
10.1 Benefit ............................................ 17
(a) Standard Benefit ............................... 17
(b) Minimum Benefit ................................ 17
10.2 Definitions ........................................ 17
10.3 Method of Payment .................................. 23
10.4 Successor Obligations in Change of Control
Situation .......................................... 23
10.5 Reimbursement of Expenses .......................... 24
ARTICLE 11 - General Provisions ............................. 25
11.1 Amendment; Termination ............................. 25
11.2 Employment Relationship ............................ 25
11.3 Confidentiality and Relationship ................... 25
11.4 Rights Not Assignable .............................. 26
11.5 Construction ....................................... 26
11.6 Governing Law ...................................... 26
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WOLVERINE WORLD WIDE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Wolverine World Wide, Inc. ("Wolverine") hereby adopts the
Wolverine World Wide, Inc. Supplemental Executive Retirement Plan, a
supplemental nonqualified plan for a select group of management
personnel employed by Wolverine and any subsidiary of Wolverine.
ARTICLE 1
ESTABLISHMENT OF PLAN
1.1 ESTABLISHMENT OF PLAN.
This Plan is a supplemental, nonqualified Plan and is intended
to be a Plan for a select group of management and highly compensated
employees of Wolverine and affiliates of Wolverine. This Plan is
intended to be a Plan described in Sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). As a supplemental nonqualified executive
retirement program it is not subject to limitations in the Internal
Revenue Code applicable to benefits provided through a qualified,
tax-exempt employee benefit plan established under Section 401(a) of
the Internal Revenue Code of 1986, as amended ("Code").
1.2 EMPLOYER; COMPANY.
"Employer" and "Company" mean Wolverine World Wide, Inc. and any
affiliate of Wolverine World Wide, Inc. which has adopted this Plan
with the consent of Wolverine World Wide, Inc.
1.3 RABBI TRUST.
This Plan may be funded by contributions to a "Rabbi" trust
which does not alter the "unfunded," nonqualified status of the Plan
for federal tax purposes.
1.4 EFFECTIVE DATE.
The "Effective Date" of this Plan is , 1995. Each Plan
provision applies until the effective date of an amendment of that
provision.
ARTICLE 2
DEFINITIONS
2.1 EMPLOYEE.
"Employee" means an individual employed by the Employer who
receives compensation for personal services performed for the
Employer that is subject to withholding for federal income tax
purposes.
2.2 PENSION PLAN.
"Pension Plan" means the Wolverine Employees' Pension Plan, a
qualified, tax-exempt defined benefit pension plan established and
maintained by Wolverine under Code Sections 401(a) and 501(a).
2.3 PLAN YEAR.
"Plan Year" means the 12-month period beginning each January 1.
2.4 PRESENT VALUE.
"Present Value" means the present value as computed under the
Pension Plan as of the end of the most recently completed Plan Year,
but using the GATT 30-year Treasury interest rate.
2.5 SPOUSE/MARRIED.
"Spouse" means the husband or wife to whom the Participant is
married on the date the benefit is scheduled to be paid, or payment
is scheduled to begin. The legal existence of the marital
relationship shall be governed by the law of the state or other
jurisdiction of domicile of the Participant.
2.6 SURVIVING SPOUSE.
"Surviving Spouse" means the Spouse of the Participant at the
time of the Participant's death who survives the Participant. If
the Participant and Spouse die under circumstances which prevent
ascertainment of the order of their deaths, it shall be presumed for
this Plan that the Participant survived the Spouse.
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ARTICLE 3
PARTICIPANT
3.1 DESIGNATION AS PARTICIPANT.
Only management and highly compensated Employees shall be
eligible to participate in this Plan.
Wolverine shall designate eligible Employees who shall become
participants ("Participant"). The designation shall be made in
writing, and shall become effective when both the Employer and the
Employee have signed a Participation Agreement in the form attached
as Exhibit "A." A designated eligible Employee shall become a
Participant on the date specified in the Participation Agreement.
3.2 INACTIVE PARTICIPANT STATUS.
The Administrator may notify an Employee Participant in writing
at any time that the Participant is being converted to Inactive
Participant status. An Employee Participant will not accrue
additional Years of Service under this Plan after the date of such
notice, unless the Participant is subsequently designated as a
Participant under Section 3.1.
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ARTICLE 4
CONTRIBUTIONS/FUNDING
4.1 AMOUNT.
The Employer is not required to make contributions to fund the
benefits under this Plan. The Employer may make contributions
sufficient to prevent an unfunded liability from adversely affecting
financial disclosures required under generally accepted accounting
principles and to provide reasonable anticipated benefits under this
Plan. Employees shall not make any contributions under this
Agreement.
4.2 NO RELATIONSHIP TO BENEFITS.
The benefits provided by this Agreement shall be separate from
and unrelated to any contributions made by Employer (including but
not limited to assets held in a trust created under Article IX of
this Plan, if any).
4.3 UNFUNDED PLAN.
This shall be an unfunded Plan within the meaning of ERISA and
the Code. Benefits payable under this Plan constitute only an
unsecured contractual promise to pay in accordance with the terms of
this Plan by the Employer.
4.4 UNSECURED CREDITOR STATUS.
A Participant shall be an unsecured general creditor of the
Employer as to the payment of any benefit under this Plan. The
right of any Participant or Beneficiary to be paid the amount
promised in this Plan shall be no greater than the right of any
other general, unsecured creditor of the Employer.
-4-
ARTICLE 5
AMOUNT OF BENEFITS
5.1 RETIREMENT BENEFITS.
A Participant who has 5 Years of Service after the earlier of
execution of a Participation Agreement under this Plan or a Deferred
Compensation Agreement, or who has reached age 65 before Retiring,
will be entitled to a benefit computed under this Section, unless
the benefit is forfeited under Article 6. For purposes of this
Article 5, the terms "Retiring" or "Retire" shall include any
termination of the Participant's status as an Employee of the
Employer.
(a) ANNUAL BENEFIT. The "Annual Benefit" under this Plan will
be an amount computed by multiplying that percentage of the
Participant's Average Earnings which is designated in the
Participation Agreement ("Designated Percentage") by the
Participant's Years of Service. If the Participant elects pre-age
65 payment, the Annual Benefit shall be reduced as provided in
5.1(b) below. Then the Annual Benefit shall be reduced by the
Participant's Annual Pension Benefit (as defined in 5.1(c) below).
(i) EARNINGS. "Earnings" means Earnings as computed
under the Pension Plan, excluding:
(A) LONG-TERM INCENTIVE PLAN. Any amounts paid to
the Participant under the Wolverine Executive Long Term
Incentive (Three Year) Plan or any comparable long-term
bonus Plan, and
(B) SEVERANCE PAYMENTS. Any payments to the
Participant under any severance agreement or policy.
(ii) AVERAGE EARNINGS. "Average Earnings" means the
average of a Participant's Earnings for the Participant's
four consecutive highest earnings years of the most recent
ten complete Years of Service immediately prior to the
date on which the Participant Retires, except that Years of
Service during which a Participant receives a disability
benefit under Section 5.3 of this Plan will be omitted from
the calculation of Average Earnings if doing so will
produce higher Average Earnings.
(iii) YEARS OF SERVICE. "Years of Service" means a
Participant's Years of Service under the Pension Plan,
except that: (i) periods during which a Participant is
receiving a disability benefit under Section 5.3 of this
Plan will count as Years of Service for computation of any
-5-
benefit under this Plan other than a disability benefit,
and will not count as Years of Service for computation of a
disability benefit; (ii) periods during which a Participant
is an Inactive Participant (as defined in Section 3.2) will
not count as Years of Service under this Plan; and (iii)
the maximum number of Years of Service used in computing a
benefit under this Plan shall be 25.
(b) BEFORE AGE 65. The benefit payable to a Participant who
Retires before reaching age 65 will be the benefit computed under
(a) above, beginning on the first day of the month following the
Participants 65th birthday. A Participant who has 10 or more Years
of Service may elect to begin receiving a reduced benefit beginning
on the first day of any month after the Participant attains age 55.
If the Participant begins receiving a benefit between age 60 and 65,
the reduction shall be .1666% for each month between the date
benefits begin and the first day of the month following that in
which the Participant would attain age 65. If the Participant
begins receiving benefits between age 55 and 60, there shall be an
additional reduction of .333% for each month between the date
benefits begin and the first day of the month following that in
which the Participant would attain age 60.
(c) ANNUAL PENSION BENEFIT. A Participant's "Annual Pension
Benefit" shall mean the amount of benefit actually payable to the
Participant under the Pension Plan in the form of a life annuity,
prior to any offset for workers compensation payments.
5.2 DEATH.
A death benefit shall be payable only under this section.
(a) BEFORE COMMENCEMENT OF BENEFITS. If a Participant dies
before beginning to receive benefits under Section 5.1 or 5.4, the
Participant's Beneficiary will be paid a lump sum death benefit
without regard to the 5-year service or minimum age requirements of
Section 5.1. The death benefit shall be equal to the Present Value
of the benefit computed under Section 5.1 as if the Participant had
Retired on the date of death, had begun receiving benefits at age
65, and had continued to receive benefits for the remainder of the
Participant's life expectancy. If the Participant has received a
Disability benefit under Section 5.3, the lump sum death benefit
under this subsection will be reduced by the actuarial value of
benefits received under Section 5.3.
(b) AFTER RETIRING. If a Participant dies after beginning to
receive benefit payments under Section 5.1, benefits shall cease
unless the Participant was receiving benefits in the form of a 50%
Joint and Survivor Annuity, or in any of the forms set forth in
subsections 7.2(b) through (d).
-6-
5.3 DISABILITY.
A Participant (other than an Inactive Participant) who becomes
Disabled while employed by the Employer shall receive the benefit
provided by this section.
(a) DISABLED DEFINED. A Participant is Disabled if the
Participant has a physical or mental condition that entitles the
Participant to a disability benefit under the Pension Plan.
(b) BENEFIT IF PARTICIPANT BECOMES DISABLED BEFORE RETIRING.
If a Participant becomes Disabled before Retiring, and is not an
Inactive Participant at the time of application for a benefit under
this Section 5.3, the Participant will receive a disability benefit,
without regard to the 5-year service or minimum age requirement of
Section 5.1. The benefit will equal 60% of the benefit computed
under (a) above, based on Years of Service up to the date the
Participant became Disabled. This benefit will continue until the
earliest of the date of Participant's death, the date Participant
reaches age 65 or the date as of which the Participant is no longer
Disabled. Each benefit payment under this subparagraph (b) shall be
reduced by any benefit for the same period payable under any
employer funded disability plan; no reduction shall be made for
benefits from a disability plan funded by the employer either
directly or through a written salary reduction agreement or program.
5.4 MINIMUM BENEFIT.
(a) DIFFERENCE - ADDITIONAL BENEFIT. This Section 5.4 shall
apply to Participants who are party to a Deferred Compensation
Agreement which is designated in the Participation Agreement as
eligible for the minimum benefit calculation in this Section 5.4.
As of the first date on which such a Participant begins receiving a
benefit under this Plan, or as of the date a Participant's
Beneficiary becomes entitled to a lump sum payment under this Plan,
the Administrator will compare the projected total benefits to be
paid to or on behalf of such Participant under this Plan and the
current Pension Plan to the total benefits which would have been
paid to or on behalf of such Participant if the Deferred
Compensation Agreement had remained in effect, and the Participant
had been eligible for an Annual Pension Benefit under the Pension
Plan benefit formula in effect on December 31, 1994. If the
Administrator determines that the total payments to or on behalf of
the Participant under this Plan (before any reduction for the
Participant's Annual Pension Benefit) would be less than the sum of:
(i) the total payments which would have been made to
or on behalf of the Participant under the Deferred
Compensation Agreement; and
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(ii) the Participant's Annual Pension Benefit computed
using the Pension Plan benefit formula in effect on
December 31, 1994;
then the difference will be paid to the Participant as an additional
monthly amount under the form of payment elected by the Participant,
or, if a lump sum payment is being made, the difference will be
added to the lump sum payment.
The Administrator will again make the comparison provided for by
this subsection as of the date when all benefits cease under this
Plan, and if additional amounts would be due under the formula set
forth above, the Administrator shall cause a lump sum payment to be
made to the Participant's designated beneficiary or estate.
(b) DETERMINATIONS. In making this determination, the
Administrator shall compute Deferred Compensation Agreement benefits
under the terms of the Deferred Compensation Agreement, except that:
(i) for purposes of computing a lump-sum benefit for
which the Participant would have been eligible under the
Deferred Compensation Agreement due to termination of his
employment after a Change in Control, the terms "Change in
Control," "Cause," "Disability," "total disability/totally
disabled," "Retirement," "Notice of Termination," and "Date
of Termination" as used in any such Deferred Compensation
Agreement shall be defined as provided in Article 10 of
this Plan; and
(ii) the Designated Period, as defined in Section 10.2
shall be used in determining whether the Participant would
have been entitled to accelerated vesting under the
Deferred Compensation Agreement, rather than the 5-year
period provided for in the Deferred Compensation Agreement;
and
(iii) the person entitled to receive the benefit will
be determined under this Plan without regard to any former
designation of beneficiary under the Deferred Compensation
Agreement.
In making the benefit comparison under this Section, the
Administrator shall use the actual dates on which a Participant
Retires, dies, or is determined to have become Disabled, and in
making the projection called for the Administrator shall assume that
the Participant and the Participant's Spouse will remain living for
their respective life expectancies. If the dates on which benefits
would have been paid under the Deferred Compensation Agreement
differ from the dates on which benefits are actually paid under this
Plan, the Administrator will make the determination called for by
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this Section based on the Present Value of both streams of payments
as of the date payments begin under this Plan.
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ARTICLE 6
FORFEITURE
6.1 MISCONDUCT.
Subject to Article 10, a Participant (or Participant's Spouse or
Beneficiary) will not be entitled to any benefits under this
Agreement if the Participant is discharged for dishonesty,
commission of a misdemeanor or felony injurious to the Employer, or
any action inimical to the interests of the Employer, or the
Participant resigns while an investigation is ongoing to determine
whether Participant should be discharged for any such reason and the
Administrator determines that Participant would have been so
discharged but for the resignation; or
6.2 COMPETITIVE ACTIVITY.
A Participant (or such Participant's Spouse or Beneficiary)
shall not be entitled to any benefit payment if, prior to the date
on which such benefit payment is due, the Participant has acquired
any ownership interest in a competing business (other than an
ownership interest consisting of less than 5% of a class of publicly
traded securities), or has been employed as director, officer,
employee, consultant, adviser, partner or owner of a competing
business. A "competing business" includes any business which is
substantially similar to the whole or any part of the business
conducted by the Employer.
6.3 INSURANCE RELATED.
A Participant (or such Participant's Spouse or Beneficiary)
shall not be entitled to any benefit payment if benefits are not
payable under any policy of life or disability insurance obtained by
the Employer to fund its obligations under this Plan, due to the
Participant's suicide or the Participant's misrepresentation or
omission of information required to be furnished to the insurer in
connection with the issuance of such policy.
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ARTICLE 7
PAYMENT OF BENEFITS
7.1 EVENT OF DISTRIBUTION.
Benefit payments shall begin following termination of
Participant's employment at the time and in the manner specified in
this Article. Subject to Article 10, a transfer of employment among
the Company and its subsidiaries is not a termination of employment,
nor (subject to Article 10) shall a Participant's employment be
deemed terminated if Participant is offered employment by a
successor which purchases all or substantially all of the assets of
the Company and who adopts this Plan.
7.2 FORM OF PAYMENT.
(a) PRESUMED METHOD. A Disability Benefit shall be paid in the
form of a life annuity. Unless a Participant elects otherwise, a
Retirement Benefit shall be paid in the form of a Joint and 50%
Survivor Annuity to a married Participant, or in the form of a Life
Annuity to any other Participant in lieu of the normal form of
payment. A Participant may elect any of the following actuarially
equivalent optional forms for a Retirement Benefit with the consent
of the Company by notifying the Administrator in writing before the
end of the calendar year preceding that in which the Participant
begins receiving a benefit.
(b) 5 OR 10-YEAR CERTAIN AND LIFE. A monthly amount for life
to the Participant, and if the Participant dies before payment of 60
or 120 monthly benefit payments, the same monthly amount shall be
paid to the Participant's Beneficiary until a total of 60/120
monthly payments have been made.
(c) JOINT AND 100% SPOUSE ANNUITY. A monthly amount to the
Participant for the Participant's lifetime and in an equal monthly
amount to the Participant's Surviving Spouse, if any, for life.
(d) LUMP SUM. A single sum, if the Participant irrevocably
elects a lump-sum payment before benefits begin, or if a death
benefit is payable under Section 5.2(a). The amount of the lump sum
shall be the actuarially equivalent Present Value of the
Participant's benefit payable under this Plan, at the "Normal
Retirement Date" as that term is defined under the Pension Plan.
(e) $3,500 OR LESS. If the actuarially equivalent Present
Value of the benefit payable under (a), (b), (c) or (d) does not
exceed $3,500, the Participant or Surviving Spouse shall be paid a
lump sum. The amount of the lump sum shall be determined in the
same manner as (d) above.
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7.3 CALCULATION.
All benefit calculations shall be made as of the date the
Participant's employment terminates or, if later, upon occurrence of
the event which triggers payment of the benefit. Each form of
benefit payment shall be actuarially equivalent to a life annuity
and shall be based upon the actuarial assumptions and factors
applicable in the Pension Plan in effect on the date the
Participant's employment terminates.
7.4 TIME OF PAYMENT - RETIREMENT.
(a) AT OR AFTER AGE 65. Retirement benefits under this Plan
shall begin on the first day of the later of the month following
that in which the Participant attains age 65, or that in which the
Participant Retires.
(b) AGE 55 TO 65. A Participant who wishes to receive a
benefit provided by Section 5.1(b) may elect to do so, with the
consent of the Company, by notifying the Administrator in writing.
Such notice must be given, if at all, prior to the beginning of the
calendar year in which Participant begins receiving a benefit. The
benefit will begin on the first day of the month designated in such
election.
(c) LUMP SUM. Any lump-sum benefit payable under Section
7.2(d) or (e) shall be paid on March 1 following the end of the
calendar year in which the Participant's employment terminates, or
the Participant dies.
(d) DELAYED PAYMENT. If the payment of benefits begins after
the time specified for payment above, the benefit shall be adjusted
for late payment in the same manner as under the Pension Plan (as in
effect on the date the Participant's employment terminates).
7.5 TIME OF PAYMENT - DEATH.
Benefits shall cease upon a Participant's death unless continued
under this section.
(a) SPOUSE. If a benefit is payable as a Joint and 50/100%
Spouse Annuity and the married Participant dies, payment shall
continue to the Participant's Surviving Spouse until the Spouse's
death.
(b) PAYMENT TO BENEFICIARY. If a benefit is payable as a 5 or
10-Year Certain and Life annuity and the Participant dies prior to
payment of all amounts due under this Plan, payment of all remaining
benefits shall be made to the Participant's Beneficiary.
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(c) BENEFICIARY. "Beneficiary" means the individual, trust or
other entity designated by the Participant to receive any benefits
payable under this Plan after the Participant's death. A
Participant may designate or change a Beneficiary by filing a signed
designation with the Administrator in the form approved by the
Administrator. The Participant's Will is not effective for this
purpose. If a designation has not been properly completed and filed
with the Administrator or is ineffective for any other reason, the
Beneficiary shall be the Participant's Surviving Spouse.
Designation of a Beneficiary shall not in itself serve to revoke an
actual election of a Joint and Survivor Annuity method of payment
(or a deemed election under Section 7.2(a)).
(d) PAYMENT TO ESTATE. If there is not an effective
designation and the Beneficiary/Participant does not have a
Surviving Spouse, the remaining benefits, if any, shall be paid to
the Participant's estate. If payment is to be made to the estate of
a Participant, payment shall be made in a lump sum.
(e) WITHHOLDING TAXES. The Employer may withhold from all
payments due to Participant (or his/her beneficiary or estate)
hereunder all taxes which, by applicable federal, state, local or
other law, the Employer is required to withhold therefrom.
(f) GENERATION-SKIPPING TRANSFER TAX. The Employer may
withhold any benefits payable to a Beneficiary as a result of the
death of a Participant or any other Beneficiary until it can be
determined whether a generation-skipping transfer tax, as defined in
Chapter 13 of the Code, or any substitute provision therefor, is
payable and the amount of generation-skipping transfer tax,
including interest, that is due. If a tax is payable, the benefits
otherwise payable shall be reduced in an actuarially equivalent
amount to reflect the payment of the generation-skipping transfer
tax and interest. Any benefits withheld shall begin or resume as
soon as there is a final determination of the applicable generation-
skipping transfer tax and interest.
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ARTICLE 8
ADMINISTRATION
8.1 DUTIES, POWERS, AND RESPONSIBILITIES OF THE EMPLOYER.
(a) REQUIRED. The Employer shall be responsible for:
(i) EMPLOYER CONTRIBUTIONS.
(A) AMOUNT. Determining the amount of Employer
Contributions if any.
(B) PAYMENT. Paying, ceasing, or suspending Employer
Contributions if any.
(ii) AGENT OF SERVICE OF PROCESS. Serving as the agent
for service of process;
(iii) AMENDMENT. Amending this Plan and trust; and
(iv) PLAN TERMINATION. Revoking this instrument and
terminating this Plan (and any related trust).
(b) DISCRETIONARY. The Employer may exercise the following
responsibilities:
(i) ALTERNATE ADMINISTRATOR. Designating a Person other
than the Employer as the Administrator; and
(ii) PAYMENT OF ADMINISTRATIVE EXPENSES. Paying
administrative expenses incurred in the operation,
administration, management, and control of the Plan.
8.2 EMPLOYER ACTION.
An action required to be taken by the Employer shall be taken by
its Board of Directors unless the board has delegated the power or
responsibility to one or more Persons identified by its resolution.
8.3 PLAN ADMINISTRATOR.
"Administrator" means the Employer or a Person designated by the
Employer. The Administrator is a named fiduciary for operation and
management of the Plan and, if this Plan is subject to ERISA, shall
have the responsibilities conferred by ERISA upon the
"Administrator" as defined in ERISA Section 3(16).
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8.4 DUTIES, POWERS, AND RESPONSIBILITIES OF THE ADMINISTRATOR.
Except to the extent properly delegated, the Administrator shall
have the following duties, powers, and responsibilities and shall:
(a) PLAN INTERPRETATION. Interpret this instrument (including
resolving an inconsistency or ambiguity or to correcting an error or
an omission). All questions of interpretation, construction, or
application arising under this Agreement shall be decided by the
Administrator whose decision shall be final and conclusive upon all
persons, except that the Administrator's decision shall not be final
and conclusive with regard to a Participant's entitlement to a
benefit under Section 10.1;
(b) PARTICIPANT RIGHTS. Determine the rights of Participants
and Beneficiaries under the terms of this Plan;
(c) CLAIMS AND ELECTIONS. Establish or approve the manner of
making an election, designation, application, claim for benefits,
and review of claims;
(d) BENEFIT PAYMENTS. Direct the time that payments are to be
made or to begin, and the elected form of distribution;
(e) ADMINISTRATIVE INFORMATION. Obtain to the extent
reasonably possible all information necessary for the proper
administration of this Plan;
(f) RECORDKEEPING. Establish procedures for and supervise the
establishment and maintenance of all records necessary and
appropriate for the proper administration of this Plan;
(g) REPORTING AND DISCLOSURE. Prepare and file annual and
periodic reports or disclosure documents required under ERISA and
Regulations;
(h) ADVISERS. Employ attorneys, actuaries, accountants,
clerical employees, agents, or other Persons who are necessary for
operation, administration, and management of this Plan;
(i) OTHER POWERS AND DUTIES. Exercise all other powers and
duties necessary or appropriate under this Plan, except those powers
and duties allocated to another named fiduciary.
8.5 CLAIMS PROCEDURE.
The Administrator shall determine all issues arising from the
administration of this Plan.
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(a) INITIAL DETERMINATION. Upon application by a Participant
or Beneficiary, the Administrator shall make an initial
determination and communicate the determination to the participant
or Beneficiary within 90 days after the application. If the initial
determination requires a longer period, the Administrator shall
notify the Participant or Beneficiary that the 90-day period is
extended to 180 days.
(b) METHOD. The decision of the Administrator shall be in
writing. The decision shall set forth (i) the decision and the
specific reason for the decision; (ii) specific reference to the
Plan provisions on which the decision is based; (iii) a description
of additional material, information, or acts that may change or
modify the decision; and (iv) an explanation of the procedure for
further review of the decision.
(c) FURTHER REVIEW. Within 60 days of receipt of the initial
written decision, the Participant or Beneficiary filing the original
application, or the applicant's authorized representative, may make
a request for redetermination by the Administrator. The applicant
(or the authorized representative) may review all pertinent
documents and submit issues, comments, and arguments.
(d) REDETERMINATION. Within 60 days of receipt of an
application for redetermination, unless special circumstances
require a longer period of time (but not longer than 120 days after
receipt of the application), the Administrator shall provide the
applicant with its final decision, setting forth specific reasons
for the decision with specific reference to plan provisions on which
the decision is based.
8.6 PARTICIPANT'S RESPONSIBILITIES.
All requests for action of any kind by a Participant or
Beneficiary under this Plan shall be in writing and executed by the
Participant or Beneficiary.
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ARTICLE 9
INVESTMENT AND ADMINISTRATION OF ASSETS
9.1 RABBI TRUST.
Contributions to this Plan or assets purchased by Employer with
the intent of defraying the cost of providing benefits under this
Agreement may be held in a Rabbi Trust. The Trust will conform to
the terms of the model Trust set forth in Revenue Procedure 92-65
(or a successor pronouncement by the Internal Revenue Service).
9.2 INSURANCE.
The Employer may purchase a policy of life insurance on the life
of a Participant (in whom the Employer has an insurable interest) to
assist it in providing the Benefits. The Employer shall be the sole
applicant, owner, premium payer and beneficiary of the policy, and
shall exercise all incidents of ownership. The Employer intends
that the value of the policy while in force and that the death
proceeds of the policy shall be excluded from taxation under Code
Sections 7702 and 101(a) respectively.
9.3 AVAILABLE TO CREDITORS.
Any contribution made by Employer or asset held by Trustee
related to this Agreement shall be available to the general
creditors of the Employer as specified in the Trust.
9.4 NO TRUST OR FIDUCIARY RELATIONSHIP.
Except as required by governing law, this Plan shall not create
a trust or fiduciary relationship of any kind between the
Participant (or the Participant's Spouse or Beneficiary) and the
Employer or any third party.
9.5 BENEFIT PAYMENTS.
Benefit payments shall be paid directly by the Employer or
indirectly through a grantor trust (owned or maintained by the
Employer) to the Participant or the Participant's Beneficiary. If a
trust is established, the Employer shall not be relieved of its
obligation and liability to pay the benefits of this Plan except to
the extent payments are actually made from the trust.
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ARTICLE 10
SPECIAL CHANGE IN CONTROL BENEFIT
10.1 BENEFIT.
If a Participant's employment with the Company is terminated
during the Designated Period after a Change in Control other than by
reason of a Nonqualifying Termination, then notwithstanding any
other provision of this Plan, the Participant shall be paid, within
30 days following such termination and in lieu of any other benefit
to which Participant, Participant's Spouse, or Participant's
Beneficiary might have been entitled at any time under this Plan or
under any Deferred Compensation Agreement, the Change in Control
Benefit. The Change in Control Benefit shall be the greater of:
(a) STANDARD BENEFIT. A lump sum equal to 125% of the Present
Value of the payments for which Participant would have been eligible
beginning at age 55 (or at Participant's age on the date the
employment terminates, if greater than 55), without reduction for
the early retirement factor set forth in Section 5.1(b), based on
Participant's Years of Service as of the date Participant's
employment terminates; or
(b) MINIMUM BENEFIT. The Minimum Benefit provided in Section
5.4.
10.2 DEFINITIONS.
As used in this Article 10, the following terms shall have the
respective meanings set forth below:
(a) "Cause" means (1) the willful and continued failure by
Participant to substantially perform his or her duties with Company
and/or its subsidiaries (other than any such failure resulting from
Participant's incapacity due to physical or mental illness, or any
such actual or anticipated failure resulting from Participant's
termination for Good Reason) after a demand for substantial
performance is delivered to Participant by the Board and/or its
Chairman (which demand shall specifically identify the manner in
which the Board and/or its Chairman believes that Participant has
not substantially performed his or her duties); or (2) the willful
engaging by Participant in gross misconduct materially and
demonstrably injurious to the Company and/or its subsidiaries. For
purposes of this Section, no act or failure to act on the part of
Participant shall be considered "willful" unless done or omitted to
be done by Participant not in good faith and without reasonable
belief that his or her action(s) or omission(s) was in the best
interests of the Company and/or its subsidiaries. Notwithstanding
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the foregoing, Participant shall not be deemed to have been
terminated for Cause unless and until the Company provides
Participant with a copy of a resolution adopted by an affirmative
vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for the purpose
(after reasonable notice to Participant and an opportunity for
Participant, with counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Participant has been
guilty of conduct set forth in (1) or (2) above, setting forth the
particulars in detail. A determination of Cause by the Board shall
not be binding upon or entitled to deference by any finder of fact
in the event of a dispute, it being the intent of the parties that
such finder of fact shall make an independent determination of
whether the termination was for "Cause" as defined in (1) and (2)
above.
(b) "Change in Control" means:
(1) the acquisition by any individual, entity, or group (a
"Person"), including any "person" within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Exchange
Act, of 20% or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then
outstanding securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions
shall not constitute a Change in Control: (a) any acquisition by
the Company, (b) any acquisition by an employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (c) any acquisition by
any corporation pursuant to a reorganization, merger, or
consolidation involving the Company, if, immediately after such
reorganization, merger, or consolidation, each of the conditions
described in clauses (i), (ii), and (iii) of subsection (3) of
this Section 10.2(b) shall be satisfied, or (d) any acquisition
by the Participant or any group of persons including the
Participant; and provided further that, for purposes of clause
(a), if any Person (other than the Company or any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall
become the beneficial owner of 20% or more of the Outstanding
Company Common Stock or 20% or more of the Outstanding Company
Voting Securities by reason of an acquisition by the Company and
such Person shall, after such acquisition by the Company, become
the beneficial owner of any additional shares of the Outstanding
Company Common Stock or any additional Outstanding Voting
Securities and such beneficial ownership is publicly announced,
-19-
such additional beneficial ownership shall constitute a Change
in Control;
(2) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of such Board; provided, however, that any
individual who becomes a director of the Company subsequent to
the date hereof whose election, or nomination for election by
the Company's stockholders, was approved by the vote of at least
three-quarters of the directors then comprising the Incumbent
Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a
nominee for director, without objection to such nomination)
shall be deemed to have been a member of the Incumbent Board;
and provided further, that no individual who was initially
elected as a director of the Company as a result of an actual or
threatened election contest, as such terms are used in Rule 14a-
11 of Regulation 14A promulgated under the Exchange Act, or any
other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board, shall be
deemed to have been a member of the Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger, or consolidation unless, in any such
case, immediately after such reorganization, merger, or
consolidation, (i) more than 50% of the then outstanding shares
of common stock of the corporation resulting from such
reorganization, merger, or consolidation and more than 50% of
the combined voting power of the then outstanding securities of
such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals or entities who were
the beneficial owners, respectively, of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities
immediately prior or such reorganization, merger, or
consolidation and in substantially the same proportions relative
to each other as their ownership, immediately prior to such
reorganization, merger, or consolidation, of the Outstanding
Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (ii) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored
or maintained by the Company or the corporation resulting from
such reorganization, merger, or consolidation (or any
corporation controlled by the Company), or any Person which
beneficially owned, immediately prior to such reorganization,
merger, or consolidation, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or the Outstanding Company
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of the then outstanding
shares of common stock of such corporation or 20% or more of the
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combined voting power of the then outstanding securities of such
corporation entitled to vote generally in the election of
directors, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such
reorganization, merger, or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such
reorganization, merger, or consolidation; or
(4) approval by the stockholders of the Company of (i) a
plan of complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially all
of the assets of the Company other than to a corporation with
respect to which, immediately after such sale or other
disposition, (a) more than 50% of the then outstanding shares of
common stock thereof and more than 50% of the combined voting
power of the then outstanding securities thereof entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
sale or other disposition and in substantially the same
proportions relative to each other as their ownership,
immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (b) no Person (other than
the Company, any employee benefit plan (or related trust)
sponsored or maintained by the Company or such corporation (or
any corporation controlled by the Company), or any Person which
beneficially owned, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
Outstanding Company Common Stock or the Outstanding Company
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of the then outstanding
shares of Common stock thereof or 20% or more of the combined
voting power of the then outstanding securities thereof entitled
to vote generally in the election of directors and (c) at least
a majority of the members of the board of directors thereof were
members of the Incumbent Board at the time of the execution of
the initial agreement or action of the Board providing for such
sale or other disposition.
Notwithstanding anything contained in this Agreement to the
contrary, if Participant's employment is terminated prior to a
Change in Control and Participant reasonably demonstrates that such
termination was at the request of or in response to a third party
who has indicated an intention or taken steps reasonably calculated
to effect a Change in Control (a "Third Party") who effectuates a
Change in Control, then for all purposes of this Agreement, the date
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of a Change of Control shall mean the date immediately prior to the
date of such termination of Participant's employment.
(c) "Common Stock" means the common stock of the Company, $1
par value per share.
(d) "Date of Termination" means (1) the effective date on which
Participant's employment by the Company and/or its subsidiaries
terminates as specified in a Notice of Termination by the Company or
Participant, as the case may be, or (2) if Participant's employment
by the Company and/or its subsidiaries terminates by reason of
death, the date of death of Participant. Notwithstanding the
previous sentence, (i) if the Participant's employment is terminated
for Disability (as defined in (f)), then such Date of Termination
shall be no earlier than thirty (30) days following the date on
which a Notice of Termination is received, and (ii) if the
Participant's employment is terminated by the Company and/or its
subsidiaries other than for Cause, then such Date of Termination
shall be no earlier than thirty (30) days following the date on
which a Notice of Termination is received.
(e) "Designated Period" means the designated period set forth
in the Participant's Participation Agreement.
(f) "Disability" means Participant's failure to substantially
perform his/her duties with the Company and/or its subsidiaries on a
full-time basis for at least one hundred eighty (180) consecutive
days as a result of Participant's incapacity due to mental or
physical illness.
(g) "Good Reason" means, without Participant's express written
consent, the occurrence of any of the following events after a
Change in Control:
(1) (a) the assignment to Participant of any duties
inconsistent in any material adverse respect with Participant's
position(s), duties, responsibilities, or status with the
Company and/or its subsidiaries immediately prior to such Change
in Control; (b) a material adverse change in Participant's
reporting responsibilities, titles or offices with the Company
and/or its subsidiaries as in effect immediately prior to such
Change in Control; or (c) any removal or involuntary termination
of Participant by the Company and/or its subsidiaries otherwise
than as expressly permitted by this Agreement (including any
purported termination of employment which is not effected by a
Notice of Termination); or (d) any failure to re-elect
Participant to any position with the Company and/or its
subsidiaries held by Participant immediately prior to such
Change in Control;
-22-
(2) a reduction by the Company and/or its subsidiaries in
Participant's rate of annual base salary as in effect
immediately prior to such Change in Control or as the same may
be increased from time to time thereafter;
(3) any requirement of the Company and/or its subsidiaries
that Participant (i) be based anywhere other than the facility
where Participant is located at the time of the Change in
Control or reasonably equivalent facilities within twenty five
(25) miles of such facility or (ii) travel for the business of
the Company and/or its subsidiaries to an extent substantially
more burdensome than the travel obligations of Participant
immediately prior to such Change in Control;
(4) the failure of the Company and/or its subsidiaries to
continue the Company's executive incentive plans or bonus plans
in which Participant is participating immediately prior to such
Change in Control or a reduction of the Participant's target
incentive award opportunity under the Company's Executive Long-
Term Incentive (Three Year) Plan (three-year bonus plan),
Executive Short Term Incentive Plan (annual bonus plan) or other
bonus plan adopted by the Company;
(5) the failure of the Company and/or its subsidiaries to
(a) continue in effect any employee benefit plan or compensation
plan in which Participant is participating immediately prior to
such Change in Control, unless Participant is permitted to
participate in other plans providing Participant with
substantially comparable benefits, or the taking of any action
by the Company and/or its subsidiaries which would adversely
affect Participant's participation in or materially reduce
Participant's benefits under any such plan; (b) provide
Participant and Participant's dependents with welfare benefits
(including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and
programs) in accordance with the most favorable plans,
practices, programs, and policies of the Company and/or its
subsidiaries in effect for Participant immediately prior to such
Change in Control, provide fringe benefits in accordance with
the most favorable plans, practices, programs, and policies of
the Company and/or its subsidiaries as in effect for Participant
immediately prior to such Change in Control; or (c) provide
Participant with paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company
and/or its subsidiaries as in effect for Participant immediately
prior to such Change in Control;
-23-
(6) the failure of the Company and/or its subsidiaries to
pay any amounts owed Participant as salary, bonus, deferred
compensation or other compensation;
(7) the failure of the Company to obtain an assumption
agreement from any successor as contemplated in Section 10.4;
(8) the refusal by the Company and/or its subsidiaries to
continue to allow Participant to attend to matters or engage in
activities not directly related to the business of the Company
and/or its subsidiaries which were permitted by the Company
and/or its subsidiaries immediately prior to such Change in
Control, including without limitation serving on the Boards of
Directors of other companies or entities;
(9) Any purported termination of Participant's Employment
which is not effected pursuant to a Notice of Termination; and
(10) Any other material breach by Company of its
obligations under any Executive Severance Agreement between the
Participant and the Company.
For purposes of this Agreement, any good faith determination of
Good Reason made by Participant shall be conclusive; provided,
however, that an isolated and insubstantial action taken in good
faith and which is remedied by the Company and/or its subsidiaries
within ten (10) days after receipt of notice thereof given by
Participant shall not constitute Good Reason. Any event or
condition described in this subsection (g)(1) through (10) which
occurs prior to a Change in Control, but which Participant
reasonably demonstrates was at the request of or in response to a
Third Party who effectuates a Change in Control, shall constitute
Good Reason following a Change in Control for purposes of this
Agreement notwithstanding that it occurred prior to the Change in
Control.
(h) "Nonqualifying Termination" means a termination of
Participant's employment (1) by the Company and/or its subsidiaries
for Cause, (2) by Participant for any reason other than for Good
Reason with Notice of Termination, (3) as a result of Participant's
death, and (4) by the Company and/or its subsidiaries due to
Participant's Disability, unless within thirty (30) days after
Notice of Termination is provided to Participant following such
Disability Participant shall have returned to substantial
performance of Participant's duties on a full-time basis.
(i) "Notice of Termination" means written notice of
Participant's Date of Termination by the Company or Participant, as
the case may be, to the other, which (1) indicates the specific
termination provision in this Agreement relied upon, (2) to the
-24-
extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of
Participant's employment under the provision so indicated, and
(3) specifies the termination date. The failure by Participant or
the Company to set forth in such notice any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not
waive any right of Participant or the Company hereunder or preclude
Participant or the Company from asserting such fact or circumstance
in enforcing Participant's or the Company's rights hereunder.
10.3 METHOD OF PAYMENT.
Payment shall be made, to the extent possible, by distribution
of any insurance policy or policies purchased by the Company in
connection with this Agreement and in effect on the date of a Change
in Control, valued for distribution purposes at their cash surrender
value. Any remaining balance of the distribution sum shall be paid
in cash.
10.4 SUCCESSOR OBLIGATIONS IN CHANGE OF CONTROL SITUATION.
(a) Neither this Plan nor any Participation Agreement shall be
terminated by any merger or consolidation of the Company whereby the
Company is or is not the surviving or resulting corporation or as a
result of any transfer of all or substantially all of the assets of
the Company. In the event of any such merger, consolidation, or
transfer of assets, the provisions of this Plan and of such
Participation Agreements shall be binding upon the surviving or
resulting corporation or the person or entity to which such assets
are transferred.
(b) The Company agrees that concurrently with any merger,
consolidation or transfer of assets referred to in paragraph (a) of
this Section 10.4, it will cause any successor or transferee
unconditionally to assume, by written instrument delivered to each
Participant (or his/her beneficiary or estate), all of the
obligations of the Company hereunder. Failure of the Company to
obtain such assumption prior to the effectiveness of any such
merger, consolidation or transfer of assets shall constitute Good
Reason hereunder. For purposes of implementing the foregoing, the
date on which any such merger, consolidation, or transfer becomes
effective shall be deemed the date Good Reason occurs, and shall be
the Date of Termination if requested by Executive.
10.5 REIMBURSEMENT OF EXPENSES.
If any contest or dispute shall arise under this Plan or any
Participation Agreement involving a Participant's entitlement to a
benefit under Section 10.1, the Company shall reimburse Participant,
on a current basis, for all legal fees and expenses, if any,
-25-
incurred by Participant in connection with such contest or dispute
regardless of the result thereof.
-26-
ARTICLE 11
GENERAL PROVISIONS
11.1 AMENDMENT; TERMINATION.
Wolverine World Wide, Inc. may amend this Plan prospectively or
retroactively, or to terminate this Plan, provided that an amendment
or termination may not reduce or revoke the accrued benefits of any
Participant who is already entitled as of the date of such amendment
or termination to a benefit under Section 5.1 of this Plan,
regardless of whether payment of such benefit has commenced. Upon
termination of this Plan, such accrued benefits of affected
Participants shall become nonforfeitable and shall be distributed in
accordance with the provisions of this Plan.
11.2 EMPLOYMENT RELATIONSHIP.
This Plan shall not be construed to create a contract of
employment between the Employer and any Participant or to otherwise
confer upon a Participant or other person a legal right to
continuation of employment or any rights other than those specified
herein. This Plan shall not limit or affect the right of the
Employer to discharge or retire a Participant.
This Plan does not constitute a contract on the part of the
Employer to employ Employee until age 65 or to continue his
employment for any given period of time, either fixed or contingent.
Moreover, Employee does not by this writing agree to continue in the
employment of the Employer for any specified interval of time. The
employment relationship, therefore, shall continue for so long as,
but only for so long as, such employment is mutually satisfactory to
both parties. The Employer does not promise that Employee's
employment will be continued for such interval as to enable Employee
to obtain all or any part of the benefits under this Agreement.
11.3 CONFIDENTIALITY AND RELATIONSHIP.
Each Participant shall agree to refrain from divulging any
information of a confidential nature including, but not restricted
to, trade secrets, operating methods, the names of the Employer's
customers and suppliers and the relations of the Employer with such
customers and suppliers, or other confidential information; and to
refrain from using or permitting the use of such information or
confidences by any interests competitive with the Employer;
irrespective of whether or not Participant is then employed by the
Employer, and to refrain from including, and from causing
inducements to be made to, the Employer's employees to terminate
employment with the Employer or undertake employment with its
competitors. The obligations herein assumed by Participant shall
-27-
endure whether or not the remaining promises by either party remain
to be performed or shall be only partially performed.
11.4 RIGHTS NOT ASSIGNABLE.
Except for designation of a Beneficiary, benefits payable under
this Plan shall not be subject to assignment, conveyance, transfer,
anticipation, pledge, alienation, sale, encumbrance, or charge,
whether voluntary or involuntary, by the Participant (or any Spouse
or Beneficiary of the Participant), even if directed under a
qualified domestic relations order or other divorce order. A
benefit payable under this Plan shall not be used as collateral or
security for a debt or be subject to garnishment, execution,
assignment, levy, or to another form of judicial or administrative
process or to the claim of a creditor through legal process or
otherwise. An attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge, or to otherwise dispose of
benefits payable, before actual receipt of the benefits, or a right
to receive benefits, shall be void and shall not be recognized.
11.5 CONSTRUCTION.
The singular includes the plural, and the plural includes the
singular, unless the context clearly indicates the contrary.
Capitalized terms (except those at the beginning of a sentence or
part of a heading) have the meaning specified in this Plan. If a
capitalized term is not defined in this Plan, the term shall have,
for purposes of this Plan, the stated definitions of those terms in
the Wolverine Retirement Income Plan as amended from time to time.
11.6 GOVERNING LAW.
To the extent not preempted by applicable federal law, this Plan
shall be governed by and interpreted under the laws of the State of
Michigan.
-28-
EXHIBIT A - 1
WOLVERINE WORLD WIDE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT
_______________________ ("Employee") has been notified by
Wolverine World Wide, Inc. ("Employer") of the Employer's intent to
designate the Employee as a Participant in the Wolverine World Wide,
Inc. Supplemental Executive Retirement Plan ("Plan"). Employer and
Employee have signed this Agreement to effectuate Employee's
Participant status and to agree on certain terms relating to
Employee's Participant status. Therefore, Employer and Employee
agree as follows:
1. PARTICIPATION DATE. Employee will become a Participant
in the Plan effective _____________ , 19__. Employee agrees to be bound
by the provisions of the Plan.
2. YEARS OF SERVICE. Employee's commencement date for
purposes of computing Years of Service under the Plan is ________________.
Employee currently has _________ Years of Service.
3. AVERAGE EARNINGS. Employee's current Average Earnings
is $________.
4. DESIGNATED PERCENTAGE. The Designated Percentage under
Plan Section 5.1(a) is 2.4%.
5. DESIGNATED PERIOD. The Designated Period under Plan
Section 10.1 is 3 years.
6. DEFERRED COMPENSATION AGREEMENT. Employer and Employee
agree that:
[Check one of the following]
[__] There is no deferred compensation agreement in effect
as described in Plan Section 5.4(a).
[__] There is a Deferred Compensation Agreement in effect as
described in Section 5.4(a) of the Plan. Employee
hereby relinquishes all rights under such Deferred
Compensation Agreement, and agrees to look solely to
the terms of the Plan with regard to any computation of
a Minimum Benefit as provided in the Plan.
7. EMPLOYMENT RELATIONSHIP. Employee agrees that the Plan
shall not be construed to create a contract of employment between
the Employer and the Employee or to otherwise confer upon the
Employee or other person a legal right to continuation of employment
or any rights other than those specified herein. This plan shall
not limit or affect the right of the Employer to discharge or retire
the Employee.
This Plan does not constitute a contract on the part of the
Employer to employ Employee until age 65 or to continue his
employment for any given period of time, either fixed or contingent.
Moreover, Employee does not by this writing agree to continue in the
employment of the Employer for any specified interval of time. The
employment relationship, therefore, shall continue for so long as,
but only for so long as, such employment is mutually satisfactory to
both parties. The Employer does not promise that Employee's
employment will be continued for such interval as to enable Employee
to obtain all or any part of the benefits under this Agreement.
8. CONFIDENTIALITY AND RELATIONSHIP. Employee agrees to
refrain from divulging any information of a confidential nature
including, but not restricted to, trade secrets, operating methods,
the names of the Employer's customers and suppliers and the
relations of the Employer with such customers and suppliers, or
other confidential information; and to refrain from using or
permitting the use of such information or confidences by any
interests competitive with the Employer; irrespective of whether or
not Employee is then employed by the Employer, and to refrain from
including, and from causing inducements to be made to, the
Employer's employees to terminate employment with the Employer or
undertake employment with its competitors. The obligations herein
assumed by Participant shall endure whether or not the remaining
promises by either party remain to be performed or shall be only
partially performed.
9. ACKNOWLEDGMENTS. Employee acknowledges the Employer's
rights to:
(a) Amend or terminate the Plan at any time,
subject to Section 11.1 of the Plan; and
(b) To designate the Employee as an Inactive
Participant at any time, as provided in Section 3.2 of
the Plan; and
(c) To make final decisions on any claim or
dispute related to the Plan, as provided in Section 8.5
of the Plan; and
(d) To exercise any and all other rights of the
Employer under the Plan, in the Employer's sole
discretion, without any limitation other than as
expressly set forth in the Plan.
-2-
Employee agrees that any amendment or termination of the
Plan shall automatically amend or terminate this Agreement, to the
extent permitted by the Plan.
10. AMENDMENTS. Employee agrees that this Agreement may
not be amended orally, but only in a written amendment authorized by
the Company's Board of Directors and signed by the Plan
Administrator.
IN WITNESS WHEREOF, the parties have signed this Agreement.
WOLVERINE WORLD WIDE, INC.
Date: ____________________ By: ________________________________
Its: ___________________________
"Employer"
Date: ____________________ ____________________________________
"Employee"
-3-
EXHIBIT A - 2
WOLVERINE WORLD WIDE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT
_______________________ ("Employee") has been notified by
Wolverine World Wide, Inc. ("Employer") of the Employer's intent to
designate the Employee as a Participant in the Wolverine World Wide,
Inc. Supplemental Executive Retirement Plan ("Plan"). Employer and
Employee have signed this Agreement to effectuate Employee's
Participant status and to agree on certain terms relating to
Employee's Participant status. Therefore, Employer and Employee
agree as follows:
1. PARTICIPATION DATE. Employee will become a Participant
in the Plan effective _______________, 19__. Employee agrees to be bound
by the provisions of the Plan.
2. YEARS OF SERVICE. Employee's commencement date for
purposes of computing Years of Service under the Plan is _________________.
Employee currently has ______ Years of Service.
3. AVERAGE EARNINGS. Employee's current Average Earnings
is $_________.
4. DESIGNATED PERCENTAGE. The Designated Percentage under
Plan Section 5.1(a) is 2.0%.
5. DESIGNATED PERIOD. The Designated Period under Plan
Section 10.1 is 2 years.
6. DEFERRED COMPENSATION AGREEMENT. Employer and Employee
agree that:
[Check one of the following]
[__] There is no deferred compensation agreement in effect
as described in Plan Section 5.4(a).
[__] There is a Deferred Compensation Agreement in effect as
described in Section 5.4(a) of the Plan. Employee
hereby relinquishes all rights under such Deferred
Compensation Agreement, and agrees to look solely to
the terms of the Plan with regard to any computation of
a Minimum Benefit as provided in the Plan.
7. EMPLOYMENT RELATIONSHIP. Employee agrees that the Plan
shall not be construed to create a contract of employment between
the Employer and the Employee or to otherwise confer upon the
Employee or other person a legal right to continuation of employment
or any rights other than those specified herein. This plan shall
not limit or affect the right of the Employer to discharge or retire
the Employee.
This Plan does not constitute a contract on the part of the
Employer to employ Employee until age 65 or to continue his
employment for any given period of time, either fixed or contingent.
Moreover, Employee does not by this writing agree to continue in the
employment of the Employer for any specified interval of time. The
employment relationship, therefore, shall continue for so long as,
but only for so long as, such employment is mutually satisfactory to
both parties. The Employer does not promise that Employee's
employment will be continued for such interval as to enable Employee
to obtain all or any part of the benefits under this Agreement.
8. CONFIDENTIALITY AND RELATIONSHIP. Employee agrees to
refrain from divulging any information of a confidential nature
including, but not restricted to, trade secrets, operating methods,
the names of the Employer's customers and suppliers and the
relations of the Employer with such customers and suppliers, or
other confidential information; and to refrain from using or
permitting the use of such information or confidences by any
interests competitive with the Employer; irrespective of whether or
not Employee is then employed by the Employer, and to refrain from
including, and from causing inducements to be made to, the
Employer's employees to terminate employment with the Employer or
undertake employment with its competitors. The obligations herein
assumed by Participant shall endure whether or not the remaining
promises by either party remain to be performed or shall be only
partially performed.
9. ACKNOWLEDGMENTS. Employee acknowledges the Employer's
rights to:
(a) Amend or terminate the Plan at any time,
subject to Section 11.1 of the Plan; and
(b) To designate the Employee as an Inactive
Participant at any time, as provided in Section 3.2 of
the Plan; and
(c) To make final decisions on any claim or
dispute related to the Plan, as provided in Section 8.5
of the Plan; and
(d) To exercise any and all other rights of the
Employer under the Plan, in the Employer's sole
discretion, without any limitation other than as
expressly set forth in the Plan.
-2-
Employee agrees that any amendment or termination of the
Plan shall automatically amend or terminate this Agreement, to the
extent permitted by the Plan.
10. AMENDMENTS. Employee agrees that this Agreement may
not be amended orally, but only in a written amendment authorized by
the Company's Board of Directors and signed by the Plan
Administrator.
IN WITNESS WHEREOF, the parties have signed this Agreement.
WOLVERINE WORLD WIDE, INC.
Date: _____________________ By: _______________________________
Its: __________________________
"Employer"
Date: _____________________ ___________________________________
"Employee"
-3-
5
1,000
OTHER
DEC-30-1995
JAN-01-1995
SEP-09-1995
1,950
0
85,615
5,296
110,382
212,954
102,364
62,969
276,433
39,471
80,700
17,007
0
0
127,951
276,433
263,080
263,080
184,049
184,049
0
0
3,142
16,715
5,114
11,601
0
0
0
11,601
.69
.69
