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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 	 	 	
þ	 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended January 3, 2009
 	 	 	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                      to                     
Commission File Number: 001-6024
WOLVERINE WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware	 	38-1185150	
(State or other jurisdiction of	 	(I.R.S. Employer Identification No.)	
incorporation or organization)	 	 	
 	 	 	
9341 Courtland Drive, Rockford, Michigan	 	49351	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (616) 866-5500
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
 	 	 	
Title of each class	 	Name of each exchange on which registered	
 	 	 	
Common Stock, $1 Par Value	 	New York Stock Exchange	
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  þ  No  o
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 	 	 	 	 	 	 	
Large accelerated filer þ	 	Accelerated filer o	 	Non-Accelerated filer o	 	Smaller reporting company o	
 	 	 	(do not check if a smaller reporting company)	 	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant based on the closing price on the New York Stock Exchange on June 14, 2008, the last business day of the registrant’s most recently completed second fiscal quarter: $1,333,734,754.
Number of shares outstanding of the registrant’s Common Stock, $1 par value (excluding shares of treasury stock) as of February 23, 2009: 49,516,160.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the registrant’s annual stockholders’ meeting to be held April 23, 2009 are incorporated by reference into Part III of this report.

 

 
Table of Contents
 	 	 	 	 	 	 	 	 	
Part I	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1. Business	 	 	5	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1A. Risk Factors	 	 	14	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1B. Unresolved Staff Comments	 	 	22	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 2. Properties	 	 	22	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 3. Legal Proceedings	 	 	22	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 4. Submission of Matters to a Vote of Security Holders	 	 	23	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Supplemental Item. Executive Officers of the Registrant	 	 	23	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Part II	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 5. Market for Registrants’ Comment Equity, Related Stockholder Matters and Issuer Purchases of Securities	 	 	25	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 6. Selected Financial Data	 	 	28	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	28	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	 	 	46	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 8. Financial Statements and Supplementary Data	 	 	46	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	 	 	46	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 9A. Controls and Procedures	 	 	46	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 9B. Other Information	 	 	46	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Part III	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 10. Directors, Executive Officers and Corporate Governance	 	 	47	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 11. Executive Compensation	 	 	47	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	 	 	48	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 13. Certain Relationships and Related Transactions, and Director Independence	 	 	50	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 14. Principal Accounting Fees	 	 	50	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 15. Exhibits, Financial Statement Schedules	 	 	50	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Signatures	 	 	 	 	 	 	 	 	
 	 	 	54	 	 	 	 	 	
 Exhibit 10.1	
 Exhibit 10.2	
 Exhibit 10.3	
 Exhibit 10.4	
 Exhibit 10.5	
 Exhibit 10.6	
 Exhibit 10.7	
 Exhibit 10.8	
 Exhibit 10.10	
 Exhibit 10.11	
 Exhibit 10.13	
 Exhibit 10.26	
 Exhibit 10.27	
 Exhibit 10.28	
 Exhibit 10.30	
 Exhibit 10.31	
 Exhibit 10.32	
 Exhibit 21	
 Exhibit 23	
 Exhibit 24	
 Exhibit 31.1	
 Exhibit 31.2	
 Exhibit 32	

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FORWARD-LOOKING STATEMENTS
This Report on Form 10-K contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the footwear business, worldwide economics and the Company itself. Forward-looking statements include, without limitation, those related to:
 	•	 	future revenue, earnings, margins, growth, cash flows, operating measurements, tax rates and tax benefits;	

 	•	 	expected economic returns;	

 	•	 	projected 2009 operating results and dividend rates;	

 	•	 	future share repurchase activity;	

 	•	 	the effect of new accounting rules and guidance;	

 	•	 	future strength of the Company;	

 	•	 	future brand positioning;	

 	•	 	seasonal sales patterns and capital requirements;	

 	•	 	ability to arrange adequate alternative sources of supply;	

 	•	 	the outcome of litigation;	

 	•	 	achievement of the Company vision;	

 	•	 	future pension expenses, contributions and costs;	

 	•	 	future marketing investments;	

 	•	 	the ability to successfully extend into new lines or categories of products, including the extension into Merrell ®  Apparel;	

 	•	 	the ability to integrate the acquired Chaco® Footwear and Cushe® Footwear businesses;	

 	•	 	future growth or success in specific countries, categories or market sectors;	

 	•	 	liquidity;	

 	•	 	capital resources; and	

 	•	 	market risk.	
In addition, words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Risk Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.
Risk Factors include, but are not limited to:
 	•	 	uncertainties relating to changes in demand for the Company’s products;	

 	•	 	changes in consumer preferences or spending patterns;	

 	•	 	changes in local, domestic or international economic and market conditions;	

 	•	 	the impact of competition and pricing by the Company’s competitors;	

 	•	 	the cost and availability of inventories, services, labor and equipment furnished to the Company;	

 	•	 	the ability of the Company to manage and forecast its growth and inventories;	

 	•	 	increased costs of future pension funding requirements;	

 	•	 	changes in duty structures in countries of import and export;	

 	•	 	changes in interest rates, tax laws, duties, tariffs, quotas or applicable assessments;	

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 	•	 	foreign currency fluctuation in valuations compared to the U.S. dollar;	

 	•	 	changes in monetary controls and valuations of the Chinese yuan and the relative value to the U.S. dollar;	

 	•	 	the risk of doing business in developing countries and economically volatile areas;	

 	•	 	the cost and availability of contract manufacturers;	

 	•	 	the cost and availability of raw materials, including leather and petroleum based materials;	

 	•	 	changes in planned consumer demand or at-once orders;	

 	•	 	loss of significant customers;	

 	•	 	customer order cancellations;	

 	•	 	the exercise of future purchase options by the U.S. Department of Defense on previously awarded contracts;	

 	•	 	the impact of a global recession on demand for the Company’s products;	

 	•	 	the impact of the global credit crisis on the Company’s suppliers, distributor and customers;	

 	•	 	the success of new business initiatives, including and Merrell® Apparel;	

 	•	 	changes in business strategy or development plans;	

 	•	 	integration of operations of newly acquired businesses;	

 	•	 	relationships with international distributors and licensees;	

 	•	 	the ability to secure and protect trademarks, patents and other intellectual property;	

 	•	 	technological developments;	

 	•	 	the ability to attract and retain qualified personnel;	

 	•	 	the size and growth of footwear markets;	

 	•	 	service interruptions at shipping and receiving ports;	

 	•	 	changes in the amount or severity of inclement weather;	

 	•	 	changes due to the growth of Internet commerce;	

 	•	 	popularity of particular designs and categories of footwear;	

 	•	 	the Company’s ability to adapt and compete in global apparel and accessory markets;	

 	•	 	the ability to retain rights to brands licensed by the Company;	

 	•	 	the impact of the Company’s 2009 restructuring plan;	

 	•	 	the Company’s ability to meet at-once orders;	

 	•	 	changes in government and regulatory policies;	

 	•	 	retail buying patterns;	

 	•	 	consolidation in the retail sector; and	

 	•	 	the acceptance of U.S. brands in international markets.	
Additionally, concerns regarding acts of terrorism, the war in the Middle East, and subsequent events have created significant global economic and political uncertainties that may have material and adverse effects on consumer demand, foreign sourcing of footwear, shipping and transportation, product imports and exports and the sale of products in foreign markets. These matters are representative of the Risk Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement. Historical operating results are not necessarily indicative of the results that may be expected in the future. The Risk Factors included here are not exhaustive. Other Risk Factors exist, and new Risk Factors emerge from time-to-time, that may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Furthermore, the Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I
Item 1.Business.
General.
Wolverine World Wide, Inc. (the “Company”) is a leading designer, manufacturer and marketer of a broad range of quality casual shoes, rugged outdoor and work footwear. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883.
Approximately 46.6 million pairs of the Company’s branded footwear were sold during fiscal 2008, making the Company a global leader among footwear companies in the marketing of branded casual, work and outdoor footwear. The Company’s products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including  Bates ® ,  Cat ®  Footwear,  Chaco ® ,  Cushe ® ,  Harley-Davidson ®  Footwear,  Hush Puppies ® ,  HyTest ® ,  Merrell ® ,  Patagonia ®  Footwear,  Sebago ®  and  Wolverine ® . The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base.  Cat ®  is a registered trademark of Caterpillar Inc.,  Harley-Davidson ®  is a registered trademark of H-D Michigan, Inc. and  Patagonia ®  is a registered trademark of Patagonia, Inc.
The Company’s footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company’s footwear products are organized under four operating units: (i) the Wolverine Footwear Group, consisting of the  Bates ® ,  HyTest ®  and  Wolverine ® boots and shoes, and  Wolverine ®  brand apparel, (ii) the Outdoor Group, consisting of  Merrell ® ,  Patagonia ®  and Chaco ®  footwear, and  Merrell ®  brand apparel, (iii) the Heritage Brands Group, consisting of  Cat ®  footwear, Harley-Davidson ®  footwear and  Sebago ®  footwear, and (iv) The Hush Puppies Company, consisting of  Hush Puppies ®  footwear and  Cushe ®  footwear. The Company also licenses its brands for use on non-footwear products, including apparel, eyewear, watches, socks, gloves, handbags and plush toys.
The Company’s Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company’s footwear is distributed domestically through Company-owned retail stores, to governments and municipalities and to numerous accounts, including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the retailers to which Wolverine distributes operate multiple storefront locations. The Company’s products are marketed worldwide in approximately 180 countries and territories through Company-owned wholesale operations, licensees and distributors.
The Company, through its Wolverine Leathers Division, operates a pigskin leather business supplying pigskin leather for the shoe and leather goods industries. A significant portion of the Wolverine Leathers Division’s pigskin leather is used in the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of footwear. The Company currently operates a tanning facility to support the Wolverine Leathers Division business. The Company has announced that it will likely close its tanning facility and outsource leather processing in 2009. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases raw pigskins, which it then cures and sells to outside customers for processing into pigskin leather products.

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For financial information regarding the Company, see the consolidated financial statements of the Company and the notes thereto, which are attached as Appendix A to this Form 10-K. The Company has one reportable segment, Branded Footwear, Apparel, and Licensing. The Branded Footwear, Apparel, and Licensing segment is engaged in manufacturing, sourcing, licensing, marketing and distributing branded footwear and apparel, including casual shoes and apparel, dress shoes, boots, uniform shoes, work shoes and rugged outdoor footwear and apparel. The Company’s Other Business units consist of its retail stores, leathers and pigskin procurement operations. Financial information regarding the Company’s business segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K.
Branded Footwear, Apparel and Licensing.
The Company sources and markets a broad range of footwear styles, including shoes, boots and sandals under many recognizable brand names, including  Bates ® ,  Cat ® ,  Chaco ® ,  Cushe ® ,  Harley-Davidson ® ,  Hush Puppies ® ,  HyTest ® ,  Merrell ® ,  Patagonia ® ,  Sebago ®  and  Wolverine ® . The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and third-party manufacturing facilities. The Company also markets  Merrell ® ,  Sebago ® , and Wolverine ®  brand apparel and licenses its brands for use on non-footwear products, including apparel, eyewear, watches, socks, handbags, gloves and plush toys. Current significant licensing programs include  Hush Puppies ®  apparel, eyewear, watches, socks, handbags and plush toys, and  Wolverine ®  brand gloves, eyewear, socks and headwear.
The Company’s four branded footwear, apparel, and licensing operating units are described below.
1. The Outdoor Group. The Outdoor Group consists of Merrell® Footwear, Patagonia® Footwear,  Chaco ®  Footwear and  Merrell ®  Apparel. Outdoor Group products include performance outdoor and hiking footwear, casual and after-sport footwear and performance and casual  Merrell ®  Apparel.
Merrell® Footwear. The Merrell® Footwear line consists primarily of running, technical hiking, rugged outdoor and outdoor-inspired casual footwear designed for backpacking, day hiking and everyday use. The  Merrell ®  Footwear line also includes the “After-Sport” category, incorporating  Merrell ®  Footwear’s technical hiking and outdoor expertise with  Wolverine Performance Leathers ™ and other technical materials to create footwear with unique styling, performance and comfort features.  Merrell ®  Footwear products are sold primarily through outdoor specialty retailers, department stores and catalogs.  Merrell ®  Footwear is marketed in approximately 150 countries and territories worldwide.
Merrell® Apparel. The Merrell® Apparel line consists primarily of technical outdoor and outdoor-inspired casual apparel and performance socks. In addition to  Merrell ®  Apparel, the Outdoor Group markets  Merrell ®  packs, bags and luggage.
Patagonia® Footwear. The Company entered into a license agreement providing the Company with exclusive worldwide rights to manufacture, market, distribute and sell footwear under the Patagonia ® , Water Girl ®  and other trademarks. The  Patagonia ®  Footwear line focuses primarily on casual and outdoor performance footwear.
Chaco® Footwear and ULU® Footwear. The Company acquired the Chaco® and ULU ®  Footwear businesses in January 2009. The  Chaco ®  line is focused primarily on performance sandals and ULU ®  is focused primarily on fashionable, performance winter boots.

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2. Wolverine Footwear Group. The Wolverine Footwear Group encompasses footwear primarily under the  Wolverine ® ,  Bates ® , and  HyTest ®  brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. The Wolverine Footwear Group also markets  Wolverine ®  brand apparel.
Wolverine® Work and Industrial Footwear. The Wolverine® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The  Wolverine ®  brand, which has been in existence for 126 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of  DuraShocks ®  technology and  MultiShox ®  technology has allowed the  Wolverine ®  brand to introduce a broad line of work footwear with a focus on comfort. The  Wolverine Fusion ® ,  DuraShocks SR ™ and  Wolverine Compressor ®  technologies represent the Company’s tradition of comfortable work and industrial footwear, a tradition that is continued and enhanced with the development of the  MultiShox ®  Individual Comfort System and the Contour Welt ™ product line. The  Wolverine ®  work product line features work boots and shoes, including steel toe boots and shoes, targeting industrial and farm workers. The  Wolverine ®  rugged casual and outdoor sport product lines incorporate  DuraShocks ®  technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes trail shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sports enthusiasts. Warmth, waterproofing and comfort are achieved through the use of  Gore-Tex ®  (a registered trademark of W.L. Gore & Associates, Inc.) and  Thinsulate ®  (a registered trademark of Minnesota Mining and Manufacturing Company) brand fabrics, the Company’s performance leathers and patented DuraShocks ®  technologies.
Wolverine® Apparel and Licensing. The Wolverine Footwear Group markets a line of work and rugged casual  Wolverine ®  brand apparel. In addition, the  Wolverine ®  brand is licensed for use on eyewear, headwear, gloves and socks.
Bates® Uniform Footwear. The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ® ,  DuraShocks SR ™,  CoolTech ®  and other proprietary comfort technologies in the design of its military-style boots and oxfords, including the  Bates ® ,  Enforcer Series ®  and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division’s products are also distributed through specialty retailers and catalogs.
HyTest® Safety Footwear. The HyTest® product line consists primarily of high-quality work boots and shoes designed to protect industrial workers from foot injuries.  HyTest ®  footwear incorporates various specialty safety features into its product lines, including steel toe, composite toe, metatarsal guards, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition,  HyTest ®  brand footwear incorporates features, such as  FootRests ® comfort technology, to provide comfort together with safety for working men and women.  HyTest ® footwear is distributed primarily through a network of independently-owned  Shoemobile ®  mobile truck retail outlets providing direct sales of the Company’s occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers.

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3.The Heritage Brands Group. The Heritage Brands Group consists of Caterpillar® Footwear, Harley-Davidson ®  Footwear and the  Sebago ®  product line.
Caterpillar® Footwear. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ® ,  Cat & Design ® ,  Walking Machines ®  and other trademarks. The Company believes the association with  Cat ®  equipment enhances the reputation of its footwear for quality, ruggedness and durability.  Cat ®  brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear, including lines of work and casual footwear featuring iTechnology ™ and  Hidden Tracks ®  comfort features. In addition, the Company also manufactures and markets  Cat ®  Marine Power ®  footwear, designed for industrial and recreational marine uses.  Cat ®  footwear products target work and industrial users and active lifestyle users.  Cat ®  footwear is marketed in approximately 140 countries and territories worldwide. Cat ® ,  Caterpillar ® ,  Cat & Design ® ,  Walking Machines ®  and  Marine Power ®  are registered trademarks of Caterpillar Inc.
Harley-Davidson® Footwear. Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ®  branded footwear throughout the world.  Harley-Davidson ®  branded footwear products include motorcycle, casual, fashion, work and western footwear for men, women and children.  Harley-Davidson ®  footwear is sold globally through a network of independent Harley-Davidson ®  dealerships, as well as through department stores and specialty retailers. Harley-Davidson ®  is a registered trademark of H-D Michigan, Inc.
Sebago®. The Sebago® product line consists primarily of performance nautical and American-inspired casual footwear for men and women, such as boat shoes and handsewn loafers, that have been manufactured and distributed since 1946. Highly recognized  Sebago ®  line extensions include  Sebago Docksides ® ,  Sebago Drysides ™,  Sebago Campsides ™ and  Athletic Marine.  The  Sebago ®  product line is marketed in approximately 115 countries and territories worldwide. The  Sebago ®  manufacturing and design tradition of quality componentry, durability, comfort and “Americana” heritage is further supported by targeted distribution to better-grade independent, marine and department store retailers throughout the world. The Company expects to launch a classic and marine  Sebago ®  apparel line in 2009.

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4. The Hush Puppies Company.
Hush Puppies. Since 1958, the Hush Puppies® brand has been a leader in the casual footwear market. The brand offers shoes and boots for men, women and children, and is marketed in approximately 140 countries and territories. The modern styling is complemented by a variety of comfort features and proprietary technologies that have earned the brand its reputation for comfort. In addition, the Hush Puppies ®  brand is licensed for use on apparel, eyewear, handbags, socks, watches and plush toys.
Cushe. The Company acquired the Cushe® Footwear business in January 2009. The Cushe business focuses on relaxed, design-led footwear for active men and women.
Other Businesses.
In addition to manufacturing, sourcing, marketing and distributing the Company’s footwear and apparel products as reported in the Branded Footwear, Apparel, and Licensing segment, the Company also (i) operates 90 North American and 2 U.K.-based retail footwear stores, (ii) operates a performance leathers business through its Wolverine Leathers Division, and (iii) purchases and cures raw pigskins for sale to various customers through its wholly-owned subsidiary Wolverine Procurement, Inc.
1. Wolverine Retail. The Company operates 90 North American and 2 U.K.-based retail shoe stores as of February 2009. These stores are operated under the  Hush Puppies ® ,  Hush Puppies and Family SM , Track’N Trail ® ,  Rockford Footwear Depot ®  and  Merrell ®  names. Both the  Rockford Footwear Depot ®  and  Track’N Trail ®  retail formats carry a large selection of Company-branded footwear, featuring such brands as  Wolverine ® ,  Merrell ® ,  Hush Puppies ® ,  Cat ® ,  Patagonia ® , Sebago ®  and  Harley-Davidson ® . The Company also operates direct-to-customer retail websites, including www.upfootgear.com ,  www.trackandtrail.com ,  www.catfootwear.com ,  www.hushpuppies.com, www.sebago.com and www.merrell.com .
2. The Wolverine Leathers Division. The Wolverine Leathers Division produces and markets pigskin leathers primarily for use in the footwear industry. The Company believes pigskin leathers offer superior performance and advantages over cowhide leathers. The Company’s waterproof and stain resistant leathers are featured in some of the Company’s domestic footwear lines and many products offered by the Company’s international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear.
3. Wolverine Procurement, Inc. Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products.
Marketing.
The Company’s overall marketing strategy is to develop brand-specific plans and related promotional materials for U.S. and international markets to foster a differentiated and consistent image for each of the Company’s core brands. Each brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to increase overall brand awareness for the Company’s branded products. The Company’s advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company’s products. Components of the brand-specific plans vary and may include print, radio and television advertising, event sponsorships, in-store point of purchase displays, promotional materials, and sales and technical assistance.

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The Company’s brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point-of-purchase presentation specifications, blueprints and packaging, (v) sales materials and (vi) consulting on retail store layout and design. The Company believes its brand names provide a competitive advantage and the Company makes significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness.
Domestic Sales and Distribution.
The Company uses a wide variety of domestic distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses the following distribution strategies:
 	•	 	Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support and in-stock inventories are used to service these accounts.	

 	•	 	Volume direct programs provide footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers.	

 	•	 	A network of independent Shoemobile® distribution outlets is used to distribute the Company’s work and occupational footwear at industrial facilities.	

 	•	 	The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. Such contracts typically contain future purchase options that are not required to be exercised.	
In addition to its wholesale activities, the Company also operates a retail operation as described above. The Company continues to develop various programs, both independently and with its retail customers, for the distribution of its products.
A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company’s revenue in fiscal 2008.
The Company experiences moderate fluctuations in sales volume during the year as reflected in quarterly revenue (and taking into consideration the 16 weeks or 17 weeks included in the fourth accounting period versus the 12 weeks included in the first three accounting periods). The Company also experiences some fluctuation in its levels of working capital, typically including an increase in working capital requirements near the end of the third quarter. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement. The Company expects current seasonal sales patterns to continue in future years.

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International Operations and Global Licensing.
The Company records revenue from foreign sources through a combination of (i) sales of branded footwear products generated from the Company’s owned operations in Canada, the United Kingdom, Austria, Finland, France, Germany, Italy, the Netherlands, Spain, Sweden and Switzerland and from sales to international distributors for certain markets and businesses and (ii) from royalty income through a network of third-party licensees and distributors. The Company’s owned operations are located in markets where the Company believes it can gain a strategic advantage by more directly controlling the sale into retail accounts.
The Company derives royalty income from sales of products (primarily Company footwear) bearing the Hush Puppies ® ,  Wolverine ® ,  Bates ® ,  Merrell ® ,  Sebago ®  and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the  Cat ®  and Harley-Davidson ®  trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs.
The Company continues to develop its network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company.
Manufacturing and Sourcing.
The Company controls the sourcing and/or manufacture of approximately 81% of the pairs of footwear marketed globally under the Company’s brand names. The balance is controlled directly by the Company’s licensees. Of the pairs purchased by the Company, approximately 93% are purchased or sourced from third parties, with the remainder produced at Company-operated facilities. The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, South America and India. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted “Engagement Criteria for Partners & Sources” to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. Footwear produced by the Company is manufactured at Company-operated facilities located in Michigan, Arkansas, and the Dominican Republic.
The Company’s factories each have the flexibility to produce a variety of footwear, which departs from the industry’s historical practice of dedicating a given facility to production of specific footwear products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company currently produces military footwear as well as work, casual and dress casual footwear in its owned facilities. For some of the Company-produced footwear, a “twin plant” concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the “upper” portion of shoes and boots is performed at the Company’s facilities in the Dominican Republic and Arkansas, and the technology intensive construction, or “bottoming,” is performed primarily at the Company’s facilities in Michigan and the Dominican Republic.

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The Company’s owned manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company’s foreign manufacturing strategy allows the Company to (a) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (b) source the highest quality raw materials from around the world, and (c) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company the flexibility to properly balance the need for timely shipments, high quality products and competitive pricing.
The Company owns and operates a pigskin tannery through its Wolverine Leathers Division. The Company and its licensees receive a majority of their pigskin leather requirements from this tannery. During 2009, the Company will evaluate strategic alternatives for the Company-owned leather business. The Company’s management currently expects that this evaluation will result in the closure of the Company’s pigskin tannery and outsourcing of the Company’s pigskin leather processing.
The Company’s principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company’s tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its Wolverine Leathers Business from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of raw pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier.
The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas, tariffs and duties, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company’s operations and financial condition.
Trademarks, Licenses and Patents.
The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear and apparel products. The owned trademarks that are most widely used by the Company include  Hush Puppies ® ,  Wolverine ® ,  Bates ® ,  Cushe ® ,  Chaco ® ,  Soft Style ® ,  Wolverine Fusion ® , DuraShocks ® ,  MultiShox ® ,  Wolverine Compressor ® ,  Hidden Tracks ® ,  iTechnology TM ,  Bounce ® , Comfort Curve ® ,  HyTest ® ,  Merrell ® ,  Continuum ® ,  Sebago ® ,  Q-Form ®  and  Track ‘N Trail ® . Pigskin leather marketed by the Company’s Wolverine Leathers Division is sold under the trademarks Wolverine Leathers & Design ® ,  Wolverine Warrior Leather ® ,  Weather Tight ®  and  All Season Weather Leathers ™. As of the date of this Annual Report, the Company has obtained license rights to manufacture, market and distribute footwear throughout the world under the  Cat ® ,  Harley-Davidson ®  and  Patagonia ®  trademarks pursuant to license arrangements with the respective trademark owners. The Cat ® , Harley-Davidson ® , and Patagonia ®  licenses extend for five or more years and are subject to early termination for breach.

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The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary trademarks whenever practicable and to vigorously defend its trademarks against infringement or other threats. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company vigorously protects its proprietary rights under applicable laws.
Order Backlog.
At February 21, 2009, the Company had an order backlog of approximately $357 million compared to an order backlog of approximately $389 million at February 16, 2008, determined on a basis consistent with the current year. Substantially all of the backlog relates to demand for products expected to be shipped in 2009. Orders in the backlog are subject to cancellation by customers and to changes in planned customer demand or at-once orders. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, expected customer demand, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments.
Competition.
The Company’s footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company’s major competitors for its brands of footwear are located in the United States and Europe. The Company has at least thirty major competitors in connection with the sale of its casual, work and outdoor footwear. Product performance and quality, including technological improvements, product identity, competitive pricing and ability to control costs, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing and sourcing efficiencies, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences.
Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position.
Research and Development.
In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to the development of new production techniques and to improving the function, performance, reliability and quality of its branded footwear and other products. The Company’s continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has helped validate and refine specific biomechanical design concepts, such as  Bounce ® ,  DuraShocks ®  and  Hidden Tracks ®  comfort technologies, that have been incorporated in the Company’s footwear. While the Company expects to continue to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses.

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Environmental Matters.
Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues.
Employees.
As of January 3, 2009, the Company had approximately 4,578 domestic and foreign production, office and sales employees. Approximately 528 employees were covered by four union contracts expiring at various dates through January 21, 2010. The Company presently considers its employee relations to be good.
Available Information.
Information about the Company, including the Company’s Code of Conduct & Compliance, Corporate Governance Guidelines, Director Independence Standards, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter, and Governance Committee Charter, is available at its website, www.wolverineworldwide.com. Printed copies of the documents listed above are available, without charge, by writing to the Company at 9341 Courtland Drive, N.E., Rockford, Michigan 49351, Attention: General Counsel.
The Company also makes available on or through its website, free of charge, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission (“SEC”)) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. These materials are also accessible on the SEC’s website at www.sec.gov.
Item 1A.Risk Factors.
The Company’s sales, operating results and financial condition are dependant on general economic conditions and other factors affecting consumer spending.
The success of the Company’s operations depends to a significant extent upon a number of factors affecting disposable consumer income and consumer spending patterns, both nationally and internationally, including general economic conditions and factors such as employment, business conditions, interest rates and taxation. Uncertainty about current and future global economic conditions may cause the Company’s customers to defer or cancel purchases of the Company’s products. In addition, recessionary economic cycles, higher interest borrowing rates, restricted credit availability, inflation, higher levels of unemployment and consumer debt, higher tax rates or other economic factors may cause consumer confidence to decline, which could adversely affect the demand for the Company’s products. Consumer spending patterns may be affected by changes in the amount or severity of inclement weather, the acceptability of U.S. brands in international markets and the growth or decline of global footwear markets. If demand for the Company’s products declines, the Company’s sales and profit margins may also decline.

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General economic conditions and regulatory factors such as those listed above, as well as increased costs of fuel, labor, commodities, insurance and healthcare, may increase the Company’s cost of sales and operating expenses, which may adversely affect the Company’s financial condition and results of operations.
The Company’s business will be adversely affected if the Company is not able to maintain its competitive position in the footwear industry, or compete effectively in retail and apparel markets.
The Company competes with numerous other marketers of footwear, some of which are larger and have greater resources than the Company. Product performance and quality, including technological improvements, product identity, competitive pricing and the ability to adapt to style changes are all important elements of competition in the footwear industry. The footwear industry in general is subject to changes in consumer preferences with respect to the popularity of particular designs and categories of footwear. The Company strives to maintain and improve its competitive position through promotion of brand awareness, sourcing efficiencies, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. If the Company is unable to respond effectively to competitive pressures and changes in consumer spending, the Company’s business, results of operations and financial condition may be adversely affected.
In addition, the Company has only recently begun to expand into apparel and has increased its focus on competing in the retail sector. Many of its current or future competitors in these areas have greater experience, a more developed consumer and customer base in these sectors, lower prices, or greater financial, technical or marketing resources than the Company. The Company’s competitors in these sectors may be able to undertake more effective marketing campaigns; adopt more aggressive pricing policies; make more attractive offers to potential employees, distribution partners and manufacturers; or may be able to respond more quickly to changes in consumer preferences, than the Company. If the Company’s retail operations and expansion into apparel are not successful, the Company’s business, results of operations and financial condition may be adversely affected.
If the Company is not able to manage its inventories effectively, its costs could increase and/or its sales could decrease, each of which could adversely affect its operating results.
The Company’s ability to manage its inventories properly is an important factor in its operations. Inventory shortages can impede the Company’s ability to meet at-once orders and can adversely affect the timing of shipments to customers and diminish brand loyalty. Conversely, excess inventories can result in increased interest costs as well as lower gross margins due to the necessity of lowering prices in order to liquidate excess inventories. If the Company is unable to effectively manage its inventory, its business, results of operations and financial condition may be adversely affected.
The potential imposition of additional duties, quotas, tariffs and other trade restrictions could have an adverse impact on the Company’s sales and profitability.
All of the Company’s products manufactured overseas and imported into the United States, the European Union and other countries are subject to customs duties collected by customs authorities. Customs information submitted by the Company is routinely subject to review by customs authorities. Additional U.S. or foreign customs duties, quotas, tariffs, anti-dumping duties, safeguard measures, cargo restrictions to prevent terrorism or other trade restrictions may be imposed on the importation of the Company’s products in the future. The imposition of such costs or restrictions in foreign countries where the Company operates, as well as in countries where the Company’s third party distributors and licensees operate, could result in increases in the cost of the Company’s products generally and could adversely affect the sales and profitability of the Company.

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In October 2006, the European Union imposed anti-dumping duties on specific types of leather upper footwear originating in China and Vietnam and imported into member states of the European Union. In October 2008, the European Union initiated an expiry review of the duties to determine whether they should be extended beyond the original expiration date. The duties remain in effect while this review is conducted. Because the Company sources a substantial portion of its products from suppliers located in China and Vietnam, the imposition of these anti-dumping duties has negatively affected, and, for as long as such anti-dumping duties remain in effect, will continue to negatively affect, the Company’s sales and gross margin in the European Union.
The Company’s business could be adversely affected by changes in currency values.
Foreign currency fluctuation in valuations compared to the U.S. dollar, changes in monetary controls and valuations, and the relative value to the U.S. dollar affect the Company’s profitability. Changes in the relative values of currencies may significantly affect the Company’s results of operations, financial condition and cash flows. In addition, because currency valuations fluctuate and the Company may employ hedging strategies over time, changes in currency exchange rates may impact the Company’s financial results positively or negatively in one period and not another, which may also make it difficult to compare the Company’s operating results from different periods. Currency exchange rate fluctuations may also adversely impact the third parties that manufacture the Company’s products by making their purchases of raw materials or other production costs more expensive and harder to finance and thereby raising prices for the Company, its distributors and licensees. For a more detailed discussion of risk relating to foreign currency fluctuation, see Item 7A,  Quantitative and Qualitative Disclosures About Market Risk.
A majority of the Company’s products are produced outside the United States where the Company is subject to the risks of international commerce.
The Company currently sources most of its footwear from third-party manufacturers in foreign countries, predominantly China. As is common in the industry, the Company does not have long-term contracts with its third-party footwear suppliers. There can be no assurance, however, that the Company will not experience difficulties with such suppliers, including reduction in the availability of production capacity, failure to meet production deadlines or increases in manufacturing costs. The Company’s future results will depend partly on its ability to maintain positive working relationships with its third-party suppliers.
Foreign manufacturing is subject to a number of risks, including work stoppages, transportation delays and interruptions, political instability, foreign currency fluctuations, changing economic conditions, expropriation, nationalization, the imposition of tariffs, import and export controls and other non-tariff barriers and changes in governmental policies. Various factors could significantly interfere with the Company’s ability to manufacture its products, including adverse developments in trade or political relations with China or other countries where the Company sources its products, or China shifting its manufacturing capacity away from footwear to other industries. Any of these events could have an adverse effect on the Company’s business, results of operations and financial condition and in particular on the Company’s ability to meet customer demands and produce its products in a cost-effective manner.

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Currency exchange rate fluctuations in China could result in higher costs and decreased margins.
The Company sources a substantial portion of its products from China. The official exchange rate for conversion of the Chinese yuan was pegged to the U.S. dollar from 1994 to 2005. In 2005, the exchange rate for the yuan was linked to a trade-weighted basket of foreign currencies of China’s primary trading partners, and permitted to float each day up to 0.5% in either direction from the previous day’s close. As a result, the value of the yuan may increase incrementally over time. Such increases could significantly increase production costs of products the Company sources from China. Additional revaluations in the yuan could impact the prices the Company pays its Chinese manufacturers if they adjust their selling prices accordingly. Increases in the Company’s production costs will decrease its gross margin unless the Company is able to increase prices to offset such increased costs.
The Company depends on a limited number of suppliers for key production materials, and any disruption in the supply of such materials could interrupt product manufacturing and increase product costs.
The Company’s ability to competitively price its products depends on the cost of footwear components, services, labor, equipment and raw materials, including leather and materials used in the production of outsoles. The cost of services and materials is subject to change based on availability and market conditions that are difficult to predict. Conditions such as diseases affecting the availability of leather affect the cost of the footwear marketed by the Company. In addition, the Company’s shipping costs are affected by fuel prices and numerous other factors, such as the possibility of service interruptions at shipping and receiving ports.
The Company purchases raw pigskins for its leathers operations from a single domestic source pursuant to short-term contracts. Although this source has been a reliable and consistent supplier for over 30 years, there are no assurances that it will continue as a supplier. Failure of this source to continue to supply the Company with raw pigskin or to supply the Company with raw pigskin on less favorable terms could have a negative impact on the Company’s business, results of operations and financial condition, including increasing the Company’s cost of raw materials and as a result, decreasing the Company’s profits.
If the Company’s customers significantly reduce their purchases from the Company or are not able to pay for its products in a timely manner, the Company’s business, results of operations and financial condition may be adversely affected.
The Company’s financial success is directly related to the willingness of its customers to continue to purchase its products. The Company does not typically have long-term contracts with its customers. Sales to the Company’s customers are generally on an order-by-order basis and are subject to rights of cancellation and rescheduling by the customers. Failure to fill customers’ orders in a timely manner could harm the Company’s relationships with its customers. Furthermore, if any of the Company’s major customers experience a significant downturn in its business, or fail to remain committed to the Company’s products or brands, then these customers may reduce or discontinue purchases from the Company, which could have an adverse effect on the Company’s business, results of operations and financial condition.
The Company sells its products to wholesale customers and extends credit based on an evaluation of each customer’s financial condition, usually without requiring collateral. The financial difficulties of a customer could cause the Company to stop doing business with that customer or reduce its business with that customer. The Company’s inability to collect from its customers or a cessation or reduction of sales to certain customers because of credit concerns could have an adverse effect on the Company’s business, results of operations and financial condition.

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The recent trend toward consolidation in the retail industry could lead to customers seeking more favorable terms of purchase from the Company and could lead to a decrease in the number of stores that carry the Company’s products. In addition, changes in the channels of distribution, such as the growth of Internet commerce and the trend toward the sale of private label products by major retailers, could have an adverse effect on the Company’s business, results of operations and financial condition.
The Company has been awarded a number of U.S. Department of Defense contracts that include future purchase options for  Bates ®  footwear. Failure to exercise these purchase options by the Department of Defense or the failure of the Company to secure future U.S. Department of Defense contracts could have an adverse effect on the Company’s business, results of operations and financial condition.
The Company’s financial success may be adversely affected by the current crisis in the credit markets.
Difficulties in the mortgage and broader credit markets have led to a substantial decrease in the availability of credit. Commercial banks are demanding borrowers pay higher interest rates and agree to more onerous terms, and in other cases are refusing to provide financing. If these conditions continue or worsen, they could adversely impact the Company’s future results of operations and financial condition. If the Company’s third-party distributors, suppliers and retailers are not able to obtain financing on favorable terms, or at all, they may delay or cancel orders for the Company’s products, or fail to meet their obligations to the Company in a timely manner, either of which could adversely impact the Company’s sales, cash flow and operating results. In addition, the lack of available credit and/or the increased cost of credit may significantly impair the Company’s ability to obtain additional credit to finance future expansion plans, or refinance existing credit, on favorable terms, or at all. Market disruption may also contribute to extreme price and volume fluctuations in the stock market. This volatility could affect the market price of Company’s common stock for reasons unrelated to its operating performance. The extent and duration of any future continued weakening of the credit markets is unknown. In addition, there can be no assurance that any of the governmental or private sector initiatives designed to strengthen the condition of the credit markets will be successful.
Unfavorable findings resulting from a government audit could subject the Company to a variety of penalties and sanctions, and could negatively impact the Company’s future revenues.
The federal government has the right to audit the Company’s performance under its government contracts. If a government audit uncovers improper or illegal activities, the Company could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, and suspension or debarment from doing business with U.S. federal government agencies. The Company could also suffer serious harm to its reputation if the government alleges that the Company acted in an improper or illegal manner, whether or not these allegations have merit. If, as the result of an audit or for any other reason, the Company is suspended or barred from contracting with the federal government generally, or any specific agency, if the Company’s reputation or relationship with government agencies is impaired, or if the government otherwise ceases doing business with the Company or significantly decreases the amount of business it does with the Company, the Company’s revenue and profitability could decrease.

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Failure of the Company’s international licensees and distributors to meet sales goals could have an adverse effect on the Company.
The Company’s products are sold in many international markets through independent licensees or distributors. Failure by the Company’s licensees or distributors to meet planned annual sales goals could have an adverse effect on the Company’s business, results of operations and financial condition, and it may be difficult and costly to locate an acceptable substitute distributor or licensee. If a change in distributors becomes necessary, the Company may experience increased costs, as well as substantial disruption and a resulting loss of sales and brand equity in the market where such distributors operate.
The Company’s reputation and competitive position could suffer if its third-party manufacturers, distributors, licensees and others violate laws or fail to conform to the Company’s ethical standards.
The Company requires its independent contract manufacturers, distributors, licensees and others with which it does business to comply with the Company’s standards relating to working conditions and other matters. If a party with which the Company does business is found to have violated the Company’s standards, the Company could receive negative publicity that could damage its reputation and negatively affect the value of its brands.
The Company’s business could be adversely affected by global political and economic uncertainty.
Concerns regarding acts of terrorism, the war in the Middle East and subsequent events have created significant global economic and political uncertainties that may have material and adverse effects on consumer demand, foreign sourcing of footwear, shipping and transportation, product imports and exports and the sale of products in foreign markets, any of which could adversely affect the Company’s ability to manufacture, distribute and sell its products. The Company is subject to risks of doing business in developing countries and economically volatile areas. These risks include social, political and economic instability; nationalization of the Company’s assets and operations in a developing country by local government authorities; slower payment of invoices; and restrictions on the Company’s ability to repatriate foreign currency. In addition, commercial laws in these areas may not be well-developed or consistently administered, and new laws may be retroactively applied. Any of these risks could have an adverse impact on the Company’s prospects and results of operations in these areas.
If the Company’s efforts to establish and protect its intellectual property are unsuccessful, the value of its brands could suffer.
The Company invests significant resources to develop and protect its intellectual property, and believes that its trademarks and other intellectual property rights are important to its success. The Company’s ability to remain competitive is dependent upon its continued ability to secure and protect trademarks, patents and other intellectual property rights in the United States and internationally for all of its lines of business. The Company relies on a combination of trade secret, patent, copyright and other laws, license agreements and other contractual provisions and technical measures to protect its intellectual property rights; however, some countries’ laws do not protect intellectual property rights to the same extent as do U.S. laws. The Company’s business could be significantly harmed if it is not able to protect its intellectual property, or if a court found that the Company was infringing on other persons’ intellectual property rights. Any intellectual property lawsuits or threatened lawsuits in which the Company is involved, either as a plaintiff or as a defendant, could cost the Company a significant amount of time and money and distract management’s attention from operating the Company’s business. In addition, if the Company does not prevail on any intellectual property claims, the Company may have to change its manufacturing processes, products or trade names, any of which could reduce its profitability.
In addition, some of the Company’s branded footwear operations are operated pursuant to licensing agreements with third-party trademark owners. These agreements are subject to early termination for breach. Expiration or early termination of any of these license agreements by the licensor could have a material adverse effect on the Company’s revenues and profits.

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Loss of services of the Company’s key personnel could adversely affect its business.
The Company is dependent on the efforts and abilities of its senior executive officers. While the Company believes that its senior management team has significant depth and that appropriate senior management succession plans are in place, the loss of one or more members of senior executive management or the failure to successfully implement succession planning could have an adverse effect on the Company, its results of operations and financial condition. The Company’s future success also depends on its ability to identify, attract and retain additional qualified personnel. Competition for such employees in the footwear industry is intense and failure to retain or attract key employees could adversely impact the Company.
Inflationary and other pressures may lead to higher employment costs for the Company.
General inflationary pressures, changes in employment laws and regulations, and other factors could increase the Company’s overall employment costs. The Company’s employment costs include costs relating to health care benefits and benefits under the Company’s retirement plans, including a U.S.-based defined benefit plan. The annual cost of benefits can vary significantly depending on a number of factors, including changes in the assumed or actual rate of return on plan assets, a change in the discount rate used to measure obligations, a change in method or timing of meeting funding obligations, and the rate of health care cost inflation. Increases in the Company’s overall employment costs could have an adverse effect on the Company’s business, results of operations and financial condition.
Disruption to the Company’s information technology systems could adversely affect the Company’s business.
The Company’s technology systems are critical to the operations of its business. Any interruption, impairment or loss of data integrity or malfunction of these systems could severely impact the Company’s business, including delays in product fulfillment and reduced efficiency in operations. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations.
The Company is subject to risks associated with its growth strategy and acquiring other businesses.
The Company acquired Chaco® Footwear and Cushe® Footwear in 2009. The Company may make other strategic acquisitions in the future and cannot provide assurance that it will be able to successfully integrate the operations of Chaco, Cushe or other newly-acquired businesses into the Company’s operations. Acquisitions involve numerous risks, including risks inherent in entering new markets in which the Company may not have prior experience; potential loss of significant customers or key personnel of the acquired business; managing geographically-remote operations; and potential diversion of management’s attention from other aspects of the Company’s business operations. Acquisitions may also result in incurrence of debt, dilutive issuances of the Company’s equity securities and write-offs of goodwill and substantial amortization expenses of other intangible assets. The failure to integrate newly acquired businesses or the inability to make suitable strategic acquisitions in the future could have an adverse effect on the Company’s business, results of operations and financial condition.

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The maintenance and growth of the Company’s business will be dependent upon the availability of adequate capital.
The maintenance and growth of the Company’s business will depend on the availability of adequate capital, which in turn will depend in large part on cash flow generated by its business and the availability of equity and debt financing. The Company cannot provide assurance that its operations will generate positive cash flow or that it will be able to obtain equity or debt financing on acceptable terms or at all. Recent distress in the financial markets has had an adverse impact on the availability of credit and liquidity resources. The Company’s current revolving credit agreement expires in July 2010. The Company’s ability to replace the revolving credit agreement on similar terms may be limited if market and general economic conditions continue to deteriorate. As a result, the Company cannot provide assurance that it will be able to finance any expansion plans.
Expanding the Company’s brands into new markets may be difficult and costly, and if the Company is unable to successfully continue such expansion, its brands may be adversely affected.
As part of its growth strategy, the Company seeks to enhance the positioning of its brands and to extend its brands into complementary product categories and consumer groups, to expand geographically, and to improve operational performance. There can be no assurance that the Company will be able to successfully implement any or all of these growth strategies, which could have an adverse effect on the Company’s business, results of operations and financial condition. The Company has invested substantial resources into these strategies and the failure of one or more of these strategies could have an adverse effect on the Company’s business, results of operations and financial condition.
Counterfeiting of the Company’s brands can divert sales and damage its brand image.
The Company periodically discovers products that are counterfeit reproductions of its products or that otherwise infringe on its intellectual property rights in its markets. The Company has not always been able to successfully stop production and sales of counterfeit products and infringement of the Company’s intellectual property rights. The actions the Company takes to establish and protect trademarks, patents and other intellectual property rights both inside and outside of the United States may not be adequate to prevent imitation of its products by others. If the Company is unsuccessful in challenging a party’s products on the basis of trademark or design or utility patent infringement, continued sales of these products could adversely affect the Company’s sales, devalue its brands and result in the shift of consumer preference away from the Company’s products.
Changes in government regulation may increase the costs of compliance.
The Company’s business is affected by changes in government and regulatory policies in the United States and on a global basis. New requirements relating to product safety and testing and new environmental requirements, as well as changes in interest rates, tax laws, duties, tariffs and quotas could have a negative impact on the Company’s ability to produce and market footwear at competitive prices.

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The disruption, expense, and potential liability associated with existing and future litigation against the Company could have a material adverse effect on its reputation, financial condition and results of operations.
The Company is a defendant from time to time in lawsuits and regulatory actions relating to its business. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have an adverse impact on the Company’s business, financial condition and results of operations. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings are expensive and may require that the Company devote substantial resources and executive time to defend the Company.
Provisions of Delaware law and the Company’s certificate of incorporation and bylaws could prevent or delay a change in control or change in management that could be beneficial to the Company’s stockholders.
Provisions of the Company’s certificate of incorporation and bylaws, as well as provisions of Delaware law, could discourage, delay or prevent a merger, acquisition or other change in control of the Company. These provisions are intended to protect stockholders’ interests by providing the Board of Directors a means to attempt to deny coercive takeover attempts or to negotiate with a potential acquirer in order to obtain more favorable terms. Such provisions include a board of directors that is classified so that only one-third of directors stand for election each year. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions.
Item 1B.Unresolved Staff Comments.
None.
Item 2.Properties.
The Company operates its domestic administration, sales and marketing operations primarily from an owned facility of approximately 225,000 square feet in Rockford, Michigan. The Company’s manufacturing and tanning operations are primarily conducted at a combination of leased and owned facilities in Arkansas, Michigan and the Dominican Republic. The Company operates its warehousing operations primarily through owned warehouses in Rockford, Michigan, totaling approximately 475,000 square feet, a leased warehouse in Cedar Springs, Michigan, of approximately 356,000 square feet and a leased warehouse in Howard City, Michigan, of approximately 460,000 square feet.
The Company also leases and owns various other offices and warehouses in the United States to meet its operational requirements. In addition, the Company operates retail stores through leases with various third-party landlords. International operations are conducted in Canada, the United Kingdom, China, Hong Kong and Europe through leased warehouses, offices and/or showrooms. The Company believes that its current facilities are suitable and adequate for its current needs.
Item 3.Legal Proceedings.
The Company is involved in litigation and various legal matters arising in the normal course of business, including certain environmental compliance activities. The Company has considered facts related to legal and regulatory matters and opinions of counsel handling these matters, and does not believe the ultimate resolution of such proceedings will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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Item 4.Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
Supplemental Item.Executive Officers of the Registrant.
The following table lists the names and ages of the Executive Officers of the Company and the positions presently held with the Company. The information provided below the table lists the business experience of each such Executive Officer during the past five years. All Executive Officers serve at the pleasure of the Board of Directors of the Company, or if not appointed by the Board of Directors, they serve at the pleasure of management.
 	 	 	 	 	 	 	
Name	 	Age	 	Positions held with the Company	
 	 	 	 	 	 	 	
Kenneth A. Grady	 	 	52	 	 	General Counsel and Secretary	
Donald T. Grimes	 	 	46	 	 	Senior Vice President, Chief Financial Officer and Treasurer	
Blake W. Krueger	 	 	55	 	 	Chief Executive Officer and President	
Pamela L. Linton	 	 	59	 	 	Senior Vice President, Human Resources	
Michael F. McBreen	 	 	43	 	 	President, Global Operations Group	
Michael D. Stornant	 	 	42	 	 	Corporate Controller	
James D. Zwiers	 	 	41	 	 	Senior Vice President	
Kenneth A. Grady has served the Company as General Counsel and Secretary since October 2006. During 2006, he was President and shareholder of the law firm K.A. Grady PC. During 2005, he served as Vice President, General Counsel and Secretary of PC Connection, Inc., a direct marketer of information technology products and solutions. From 2004 to 2005, Mr. Grady served as Executive Vice President of Administration, General Counsel and Secretary of KB Toys, Inc., a specialty toy retailer. From 2001 to 2004, he served as Vice President, General Counsel and Secretary of KB Toys, Inc.
Donald T. Grimes has served the Company as Senior Vice President, Chief Financial Officer and Treasurer since May 2008. From 2007 to 2008, he was the Executive Vice President and Chief Financial Officer for Keystone Automotive Operations, Inc., a distributor of automotive accessories and equipment. Prior to Keystone, Mr. Grimes held a series of senior corporate and divisional finance roles at Brown-Forman Corporation, a manufacturer and marketer of premium wines and spirits. During his employment at Brown-Forman, Mr. Grimes was Vice President, Director of Beverage Finance from 2006 to 2007; Vice President, Director of Corporate Planning and Analysis from 2003 to 2006; and Chief Financial Officer of Brown-Forman Spirits America from 1999 to 2003.
Blake W. Krueger has served the Company as Chief Executive Officer and President since April 2007. From October 2005 to April 2007 he served as Chief Operating Officer and President. From August 2004 to October 2005, he served as Executive Vice President and Secretary of the Company and President of the Heritage Brands Group. From November 2003 to August 2004 he served the Company as Executive Vice President, Secretary, and President of Caterpillar Footwear. From April 1996 to November 2003 he served the Company as Executive Vice President, General Counsel and Secretary. From 1993 to April 1996 he served as General Counsel and Secretary. From 1985 to 1996 he was a partner with the law firm of Warner Norcross & Judd LLP.

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Pamela L. Linton has served the Company as Senior Vice President, Human Resources since December 2007. From 2005 to 2007 she was an independent consultant. From 2001 to 2005 she was Senior Vice President, Global Human Resources of American Greetings Corporation, a greeting card and gift wrap company.
Michael F. McBreen has served the Company as President, Global Operations Group of Wolverine since June 2008. From 2007 to 2008, he was Vice President, Supply Chain & Logistics for Furniture Brands International, a home furnishings company. Prior to Furniture Brands International, Mr. McBreen held a series of senior supply chain roles with Nike, Inc., a marketer of athletic footwear and apparel. During his employment at Nike, Mr. McBreen was Director, Global Apparel Operations from 2004 to 2007; Director, Global Apparel Operations & Corporate Responsibility from 2002 to 2004; and Director, Global Supply Chain Operations from 2000 to 2002.
Michael D. Stornant has served the Company as Corporate Controller since May 2008. From 2007 to 2008, he served as Senior Vice President of Owned Operations for the Global Operations Group at Wolverine. From 2006 to 2007, he was Wolverine’s Vice President of Finance for the Global Operations Group. From 2003 to 2006, he served the Company as the Director of Internal Audit. From 1996 to 2003, he held various finance-related positions at the Company.
James D. Zwiers has served the Company as Senior Vice President since January 2008. From October 2006 to December 2007 he served as President of the Company’s Hush Puppies U.S. Division. From October 2005 to October 2006 he served as the Company’s General Counsel and Secretary. From December 2003 to October 2005 he served as General Counsel and Assistant Secretary. From January 1998 to December 2003 he served the Company as Associate General Counsel and Assistant Secretary. From 1995 to 1998 he was an attorney with the law firm of Warner Norcross & Judd LLP.

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PART II
Item 5.  	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .	
The Company’s common stock is traded on the New York Stock Exchange under the symbol “WWW.” The following table shows the high and low stock prices on the New York Stock Exchange and dividends declared by calendar quarter for 2008 and 2007. The number of stockholders of record on February 23, 2009, was 1,257.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	
 	 	High	 	 	Low	 	 	High	 	 	Low	 	
Stock Price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
First quarter	 	$	29.17	 	 	$	19.85	 	 	$	31.08	 	 	$	26.78	 	
Second quarter	 	 	31.21	 	 	 	26.59	 	 	 	30.80	 	 	 	27.30	 	
Third quarter	 	 	28.66	 	 	 	22.23	 	 	 	29.22	 	 	 	24.55	 	
Fourth quarter	 	 	29.45	 	 	 	16.24	 	 	 	29.60	 	 	 	23.38	 	

 	 	2008	 	 	2007	 	
Cash Dividends Declared Per Share	 	 	 	 	 	 	 	 	
First quarter	 	$	0.11	 	 	$	0.09	 	
Second quarter	 	 	0.11	 	 	 	0.09	 	
Third quarter	 	 	0.11	 	 	 	0.09	 	
Fourth quarter	 	 	0.11	 	 	 	0.09	 	
A quarterly dividend of $0.11 per share was declared during the first quarter of fiscal 2009. See Item 12 for information with respect to the Company’s equity compensation plans.

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Stock Performance Graph
The following graph compares the cumulative total stockholder return on Wolverine common stock to the Standard & Poor’s Small Cap 600 Index and the Standard & Poor’s 600 Footwear Index, assuming an investment of $100.00 at the beginning of the period indicated. Wolverine is part of the Standard & Poor’s Small Cap 600 Index and the Standard & Poor’s Footwear Index. This Stock Performance Graph shall not be deemed to be incorporated by reference into the Company’s SEC filings and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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The following table provides information regarding the Company’s purchases of its own common stock during the fourth quarter of fiscal 2008:
Issuer Purchases of Equity Securities
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Total Number	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	of Shares	 	 	Maximum	 	
 	 	 	 	 	 	 	 	 	 	Purchased	 	 	Number	 	
 	 	 	 	 	 	 	 	 	 	as Part of	 	 	of Shares that	 	
 	 	Total	 	 	 	 	 	 	Publicly	 	 	May Yet	 	
 	 	Number of	 	 	Average	 	 	Announced	 	 	Be Purchased	 	
 	 	Shares	 	 	Price Paid	 	 	Plans or	 	 	Under the Plans	 	
Period	 	Purchased	 	 	per Share	 	 	Programs	 	 	or Programs	 	
Period 1 (September 7, 2008 to October 4, 2008)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common Stock Repurchase Program(1)	 	 	—	 	 	$	—	 	 	 	—	 	 	 	678,196	 	
Employee Transactions(2)	 	 	1,051	 	 	 	26.65	 	 	 	N/A	 	 	 	N/A	 	
Period 2 (October 5, 2008 to November 1, 2008)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common Stock Repurchase Program(1)	 	 	1,600	 	 	$	20.99	 	 	 	1,600	 	 	 	676,596	 	
Employee Transactions(2)	 	 	—	 	 	 	—	 	 	 	N/A	 	 	 	N/A	 	
Period 3 (November 2, 2008 to November 29, 2008)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common Stock Repurchase Program(1)	 	 	70,400	 	 	$	19.98	 	 	 	70,400	 	 	 	606,196	 	
Employee Transactions(2)	 	 	—	 	 	 	—	 	 	 	N/A	 	 	 	N/A	 	
Period 4 (November 30, 2008 to January 3, 2009)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common Stock Repurchase Program(1)	 	 	—	 	 	$	—	 	 	 	—	 	 	 	606,196	 	
Employee Transactions(2)	 	 	—	 	 	 	—	 	 	 	N/A	 	 	 	N/A	 	
Total for Fourth Quarter ended January 3, 2009	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common Stock Repurchase Program(1)	 	 	72,000	 	 	$	20.00	 	 	 	72,000	 	 	 	606,196	 	
Employee Transactions(2)	 	 	1,051	 	 	 	26.65	 	 	 	N/A	 	 	 	N/A	 	
 	 	 	
(1)	 	The Company’s Board of Directors approved a common stock repurchase program on April 19, 2007. This program authorizes the repurchase of 7.0 million shares of common stock over a 36-month period, commencing on the effective date of the program. All shares repurchased during the period covered by this report were purchased under this publicly-announced program.	
 	 	 	
(2)	 	Employee transactions include: (1) shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) restricted shares withheld to offset tax withholding that occurs upon vesting of restricted shares. The Company’s employee stock compensation plans currently provide that the value of the shares delivered or attested to, or withheld, shall be the closing price of the Company’s common stock on the date the relevant transaction occurs.	

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Item 6.Selected Financial Data.
Five-Year Operating and Financial Summary(1)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars, Except Per Share Data)	 	2008	 	 	2007	 	 	2006	 	 	2005	 	 	2004	 	
Summary of Operations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	1,220,568	 	 	$	1,198,972	 	 	$	1,141,887	 	 	$	1,060,999	 	 	$	991,909	 	
Net earnings	 	 	95,821	 	 	 	92,886	 	 	 	83,647	 	 	 	74,467	 	 	 	65,938	 	
Per share of common stock:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic net earnings(2)(3)	 	$	1.96	 	 	$	1.77	 	 	$	1.52	 	 	$	1.33	 	 	$	1.15	 	
Diluted net earnings(2)(3)	 	 	1.90	 	 	 	1.70	 	 	 	1.47	 	 	 	1.27	 	 	 	1.09	 	
Cash dividends declared(2)	 	 	0.44	 	 	 	0.36	 	 	 	0.30	 	 	 	0.26	 	 	 	0.19	 	
Financial Position at Year End	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	664,780	 	 	$	638,378	 	 	$	671,092	 	 	$	626,580	 	 	$	639,571	 	
Long-term debt	 	 	5	 	 	 	10,731	 	 	 	21,471	 	 	 	32,411	 	 	 	43,904	 	
Notes to Five-Year Operating and Financial Summary
 	 	 	
(1)	 	This summary should be read in conjunction with the consolidated financial statements and the related notes, which are attached as Appendix A to this Annual Report on Form 10-K.	
 	 	 	
(2)	 	On December 15, 2004, the Company announced a three-for-two stock split in the form of a stock dividend on shares of common stock outstanding at January 3, 2005 that was distributed to stockholders on February 1, 2005. All per share data has been retroactively adjusted for the increased shares resulting from this stock split.	
 	 	 	
(3)	 	Basic earnings per share are based on the weighted average number of shares of common stock outstanding during the year after adjustment for nonvested restricted common stock. Diluted earnings per share assume the exercise of dilutive stock options and the vesting of all outstanding restricted stock.	
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
BUSINESS OVERVIEW
Wolverine World Wide, Inc. (the “Company”) continues to evolve from a leading global marketer of branded footwear into a multi-brand global marketer of footwear, apparel, and accessories. The Company’s business strategy is to market a portfolio of lifestyle brands that will: “Excite Consumers Around the World with Innovative Footwear and Apparel that Bring Style to Purpose.” The Company intends to continue to execute this strategy by offering innovative products to achieve product/brand excellence, delivering supply-chain excellence and operating efficiency, complementing its footwear brands with strong apparel and accessories offerings, and building a more substantial global consumer-direct footprint.

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FINANCIAL HIGHLIGHTS
The following represent the financial performance highlights of fiscal year 2008 compared to 2007:
 	•	 	Record revenue and earnings per share for the eighth consecutive year.	

 	•	 	Revenue for 2008 of $1.221 billion, a 1.8% increase over 2007 revenue of $1.199 billion.	

 	•	 	Diluted earnings per share grew to $1.90 per share for 2008 compared to $1.70 per share for 2007, an increase of 11.8%.	

 	•	 	Accounts receivable decreased 6.7% in 2008 compared to 2007 on a reported 3.2% decrease in fourth quarter revenue.	

 	•	 	Inventory turnover increased to 3.8 turns in 2008 from 3.7 turns in the prior year.	

 	•	 	Solid operating results generated $93.5 million of cash from operating activities for 2008, compared to $123.3 million for 2007.	

 	•	 	The Company ended 2008 with $89.5 million of cash on hand and interest-bearing debt of $59.5 million, for a net cash position of $30.0 million.	

 	•	 	During 2008, the Company repurchased 2.8 million shares of its stock for $74.1 million.	

 	•	 	The Company declared cash dividends of $0.44 per share in 2008, a 22.2% increase over the $0.36 per share declared in 2007.	
RECENT DEVELOPMENTS
Strategic Restructuring Plan
On January 7, 2009, the Company’s Board of Directors approved management’s request to implement a strategic restructuring plan. This plan will allow the Company to create significant operating efficiencies, improve its supply chain, and create a stronger global brand platform.
The Company has provided preliminary estimated ranges for expected costs and benefits of the restructuring plan and will provide further disclosure as appropriate.
In 2009, the implementation costs to consolidate key manufacturing, distribution and global operations functions are estimated to range from $31.0 million to $36.0 million. Approximately $9.0 million to $10.0 million of this estimate represents non-cash charges. Continuing annualized pretax benefits once all initiatives are fully implemented are estimated to be $17.0 million to $19.0 million. The strategic restructuring plan is expected to be completed in 2009.
Cushe® Footwear Brand
On January 8, 2009, the Company announced the acquisition of the Cushe® footwear brand, an acquisition that is expected to drive new global opportunities and leverage the strength of the Company’s business model and operating infrastructure.  Cushe ®  is a part of The Hush Puppies Company.
Chaco® Footwear Brand
On January 22, 2009, the Company announced the acquisition of Chaco®, a performance outdoor footwear brand based in Colorado with a unique heritage and strong consumer following. This acquisition represents an excellent opportunity for the Company to leverage its world-class sourcing and logistics infrastructure, building upon  Chaco ® ’s  leadership in the U.S. market while expanding its business internationally.  Chaco ®  is a part of the Outdoor Group.

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OUTLOOK FOR 2009
Looking ahead, the Company expects that 2009 will be a difficult economic environment, with unpredictable consumer spending.
The Company’s backlog of future orders is lower than the prior year as retailers remain cautious in the face of global economic uncertainty. Future orders are not necessarily indicative of the Company’s expected revenue growth for 2009, as the mix of orders can shift between future and at-once orders. As economic turmoil continues, the Company anticipates that retailers will increasingly expect wholesalers to maintain sufficient inventory balances to meet near-term consumer demand. In addition, foreign exchange rate fluctuations, variable order cancellations and discounts can cause differences between future orders for a given period and actual revenues ultimately recorded in that period. As such, the Company views backlog as an increasingly less relevant predictor of future sales.
The Company expects that the U.S. dollar will continue to strengthen against the British pound, euro, and Canadian dollar in 2009. As a result, the Company anticipates that foreign exchange will negatively impact revenue by approximately $90.0 million and earnings per share by approximately $0.15 per share in 2009 compared to 2008.
The Company’s defined benefit pension plans, which were more than fully funded at the beginning of 2008, experienced a significant decline in the value of pension assets during the year. As a result, the Company will record approximately $9.0 million of additional pension expense in 2009.
In light of these current challenging economic conditions, the Company is taking actions through its strategic restructuring plan, its recent acquisitions, and a thorough examination of all sources of profit growth. While 2009 will likely present some challenges, the Company believes it has a strong competitive position and views the current environment as an opportunity to emerge as an even stronger player in its industry.

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The following is a discussion of the Company’s results of operations and liquidity and capital resources. This section should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Annual Report.
RESULTS OF OPERATIONS — FISCAL 2008 COMPARED TO FISCAL 2007
FINANCIAL SUMMARY — 2008 VERSUS 2007
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	 	Change	 	
(Millions of Dollars, Except Per Share Data)	 	$	 	 	% of
Total	 	 	$	 	 	% of
Total	 	 	$	 	 	% of
Total	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Branded footwear, apparel, and licensing	 	$	1,106.1	 	 	 	90.6	%	 	$	1,099.2	 	 	 	91.7	%	 	$	6.9	 	 	 	0.6	%	
Other business units	 	 	114.5	 	 	 	9.4	%	 	 	99.8	 	 	 	8.3	%	 	 	14.7	 	 	 	14.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	$	1,220.6	 	 	 	100.0	%	 	$	1,199.0	 	 	 	100.0	%	 	$	21.6	 	 	 	1.8	%	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	
 	 	$	 	 	Revenue	 	 	$	 	 	Revenue	 	 	$	 	 	Revenue	 	
Gross Profit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Branded footwear, apparel, and licensing	 	$	444.7	 	 	 	40.2	%	 	$	434.6	 	 	 	39.5	%	 	$	10.1	 	 	 	2.3	%	
Other business units	 	 	41.3	 	 	 	36.1	%	 	 	37.3	 	 	 	37.4	%	 	 	4.0	 	 	 	10.7	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Gross Profit	 	$	486.0	 	 	 	39.8	%	 	$	471.9	 	 	 	39.4	%	 	$	14.1	 	 	 	3.0	%	

Selling, General, and Administrative expenses	 	$	345.2	 	 	 	28.3	%	 	$	333.2	 	 	 	27.8	%	 	$	12.0	 	 	 	3.6	%	
Interest (income) expense — net	 	 	1.1	 	 	 	0.1	%	 	 	(0.7	)	 	 	(0.1	%)	 	 	1.8	 	 	 	264.6	%	
Other (income) expense — net	 	 	(0.9	)	 	 	(0.1	%)	 	 	0.8	 	 	 	0.1	%	 	 	(1.7	)	 	 	(196.2	%)	
Earnings before income taxes	 	$	140.6	 	 	 	11.5	%	 	$	138.6	 	 	 	11.6	%	 	$	2.0	 	 	 	1.5	%	
Net Earnings	 	$	95.8	 	 	 	7.9	%	 	$	92.9	 	 	 	7.7	%	 	$	2.9	 	 	 	3.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	$	1.90	 	 	 	—	 	 	$	1.70	 	 	 	—	 	 	$	0.20	 	 	 	11.8	%	

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The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing, and distributing branded footwear, apparel, and accessories. Within the branded footwear, apparel, and licensing segment, the Company has identified four primary operating units, consisting of the Outdoor Group (consisting of the  Merrell ®  and  Patagonia ® Footwear brands), the Wolverine Footwear Group (consisting of the  Wolverine ® ,  HyTest ® ,  Bates ®  Footwear and Stanley ®  Footgear brands and certain private label branded products), the Heritage Brands Group (consisting of the Cat ®  Footwear,  Harley-Davidson ®  Footwear and  Sebago ®  brands), The Hush Puppies Company, and Other. The Company’s other business units, which do not collectively comprise a second reportable segment, consist of Wolverine Retail and Wolverine Leathers (comprised of the tannery and procurement operations). The following is supplemental information on total revenue:
TOTAL REVENUE
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	 	Change	 	
(Millions of Dollars)	 	$	 	 	%	 	 	$	 	 	%	 	 	$	 	 	%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outdoor Group	 	$	428.4	 	 	 	35.1	%	 	$	416.7	 	 	 	34.8	%	 	$	11.7	 	 	 	2.8	%	
Wolverine Footwear Group	 	 	261.9	 	 	 	21.5	%	 	 	256.6	 	 	 	21.4	%	 	 	5.3	 	 	 	2.1	%	
Heritage Brands Group	 	 	242.3	 	 	 	19.8	%	 	 	241.0	 	 	 	20.1	%	 	 	1.3	 	 	 	0.5	%	
The Hush Puppies Company	 	 	160.9	 	 	 	13.2	%	 	 	174.1	 	 	 	14.5	%	 	 	(13.2	)	 	 	(7.6	%)	
Other	 	 	12.6	 	 	 	1.0	%	 	 	10.8	 	 	 	0.9	%	 	 	1.8	 	 	 	17.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total branded footwear, apparel, and licensing revenue	 	$	1,106.1	 	 	 	90.6	%	 	$	1,099.2	 	 	 	91.7	%	 	$	6.9	 	 	 	0.6	%	
Other business units	 	 	114.5	 	 	 	9.4	%	 	 	99.8	 	 	 	8.3	%	 	 	14.7	 	 	 	14.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	$	1,220.6	 	 	 	100.0	%	 	$	1,199.0	 	 	 	100.0	%	 	$	21.6	 	 	 	1.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
REVENUE
Revenue for 2008 exceeded revenue for 2007 by $21.6 million. Changes in product mix and changes in selling price for the branded footwear, apparel, and licensing operations, as discussed below, contributed $16.7 million of the revenue increase. The impact of translating foreign-denominated revenue to U.S. dollars increased revenue by $3.2 million. These increases were partially offset by a decrease of $13.0 million due to the planned phase-out of the  Hush Puppies ®  slippers,  Stanley ® Footgear, and private label businesses. The other business units contributed $14.7 million to the revenue increase. International revenue represented 40.2% of total revenue in 2008 compared to 39.0% in 2007.
The Outdoor Group earned revenue of $428.4 million for 2008, an $11.7 million increase over 2007. The Merrell® brand grew revenue at a low single-digit rate over the prior year, due primarily to the inclusion of a full year of sales of Merrell ®  Apparel, which was introduced in the second half of 2007.  Patagonia ®  Footwear grew its revenue at a rate in the low teens in 2008, its second full year of operation. The solid revenue growth, which is primarily attributable to increased sales of  Patagonia ®  Footwear products in the performance category, demonstrates the brand’s appeal for outdoor enthusiasts.
The Wolverine Footwear Group recorded revenue of $261.9 million for 2008, a $5.3 million increase from 2007. Despite the challenging retail environment in the United States, revenue from the  Wolverine ®  brand increased at a low single-digit rate for 2008 compared to 2007 due primarily to the success of the premium-priced  Contour Welt TM  collection. The Bates ®  military and civilian uniform footwear business delivered a strong performance in 2008, growing its revenue at a rate in the mid teens due to increased civilian business and U.S. Department of Defense contract shipments compared to 2007. HyTest ®  grew revenue at a high single-digit rate over the prior year due primarily to a successful contract bid for one of its distributors. Revenue from the  Stanley ®  Footgear and private label businesses decreased by $11.4 million in 2008 compared to 2007 as a result of the planned phase-out of these businesses. The  Stanley ®  Footgear license expired on June 30, 2008.
The Heritage Brands Group generated revenue of $242.3 million during 2008, a $1.3 million increase over 2007. Cat® Footwear’s revenue increased at a low single-digit rate in 2008 as a result of solid revenue growth in the United States, Canada, and globally through the international distribution network, partially offset by a decrease in Europe as a result of the challenging retail climate.  Harley-Davidson ®  Footwear revenue decreased at a mid single-digit rate in 2008 due primarily to the planned repositioning of the brand in the United States market and resulting distribution channel modifications. Revenue for the  Sebago ®  brand increased slightly from 2007, as strong revenue growth in the United States was offset by lower sales in international markets.

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The Hush Puppies Company recorded revenue of $160.9 million in 2008, a $13.2 million decrease from 2007. Revenue earned by the international licensing business grew at a rate in the mid teens during 2008 due to positive response to  Hush Puppies ®  product offerings. Decreases in the United States, Europe, and Canada more than offset this increase, driven by bankruptcies of key retailers in the United States and United Kingdom, soft retail conditions, production delays resulting from factory closures, and a planned exit of a highly-promotional department store customer in Canada.  Hush Puppies ®  2008 revenue also declined by $1.6 million from 2007 as a result of the planned phase-out of the slipper business.
Within the Company’s other business units, Wolverine Retail reported a high single-digit sales increase in comparison to 2007 as a result of growth from the Company’s e-commerce channel. Wolverine Retail operated 90 retail stores in North America at the end of both 2008 and 2007. The Wolverine ®  Leathers operation reported a revenue growth rate in the mid twenties for 2008, primarily due to an increase in orders placed by key customers and increased demand for its proprietary products.
The Company’s ending backlog for 2008 decreased at a high single-digit rate on a pair basis in comparison to 2007.
GROSS MARGIN
Gross margin for 2008 of 39.8% was 40 basis points higher than the prior year. Benefits from foreign exchange were partially offset by higher freight and product costs from third-party manufacturers and service providers and the variation in the business mix.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses of $345.2 million for 2008 increased $12.0 million from $333.2 million in 2007. Continued investment in brand development through product, marketing, and retail placement initiatives increased costs in 2008 by $4.7 million in comparison to 2007. The remaining increase related primarily to increased selling costs due to the increase in revenue and an increase in corporate general and administrative expenses, partially driven by costs associated with the consolidation of the Company’s European operations in new London-based offices.
INTEREST, OTHER, AND TAXES
The change in net interest (income) expense reflected increased borrowings to fund the repurchase of the Company’s stock throughout 2008.
The change in other (income) expense primarily related to the change in realized gains or losses on foreign denominated assets and liabilities.
The Company’s effective tax rate for 2008 was 31.8% compared to 33.0% in 2007. In the fourth quarter of 2008, the research and development tax credit was extended by the U.S. Congress and as a result the Company recognized an income tax benefit in the fourth quarter. In addition, the reduced rate reflects a higher portion of earnings from lower-taxed foreign jurisdictions. The annualized effective tax rate for fiscal 2009 is projected in the range of 31.5% to 32.5%.
NET EARNINGS
As a result of the revenue, gross margin, and expense changes discussed above, the Company achieved net earnings of $95.8 million in 2008 compared to $92.9 million in 2007, an increase of $2.9 million. Basic net earnings per share increased 10.7% in 2008 to $1.96 from $1.77 in 2007, and diluted net earnings per share increased 11.8% in 2008 to $1.90 from $1.70 in 2007. In addition to the increase in net earnings, the increase in earnings per share is attributable to fewer shares outstanding throughout 2008 as a result of the repurchase of the Company’s common stock.
Inflation has not had a significant impact on revenue or net earnings.

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RESULTS OF OPERATIONS — FISCAL 2007 COMPARED TO FISCAL 2006
FINANCIAL SUMMARY — 2007 VERSUS 2006
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2007	 	 	2006	 	 	Change	 	
 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	
(Millions of Dollars, Except Per Share Data)	 	$	 	 	Total	 	 	$	 	 	Total	 	 	$	 	 	Total	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Branded footwear, apparel, and licensing	 	$	1,099.2	 	 	 	91.7	%	 	$	1,036.9	 	 	 	90.8	%	 	$	62.3	 	 	 	6.0	%	
Other business units	 	 	99.8	 	 	 	8.3	%	 	 	105.0	 	 	 	9.2	%	 	 	(5.2	)	 	 	(4.9	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	$	1,199.0	 	 	 	100.0	%	 	$	1,141.9	 	 	 	100.0	%	 	$	57.1	 	 	 	5.0	%	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	
 	 	$	 	 	Revenue	 	 	$	 	 	Revenue	 	 	$	 	 	Revenue	 	
Gross Profit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Branded footwear, apparel, and licensing	 	$	434.6	 	 	 	39.5	%	 	$	402.3	 	 	 	38.8	%	 	$	32.3	 	 	 	8.0	%	
Other business units	 	 	37.3	 	 	 	37.4	%	 	 	39.2	 	 	 	37.4	%	 	 	(1.9	)	 	 	(4.9	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Gross Profit	 	$	471.9	 	 	 	39.4	%	 	$	441.5	 	 	 	38.7	%	 	$	30.4	 	 	 	6.9	%	

Selling, General, and Administrative expenses	 	$	333.2	 	 	 	27.8	%	 	$	318.2	 	 	 	27.9	%	 	$	15.0	 	 	 	4.7	%	
Interest income — net	 	 	(0.7	)	 	 	(0.1	%)	 	 	(0.2	)	 	 	0.0	%	 	 	(0.5	)	 	 	(227.1	% )	
Other expense — net	 	 	0.8	 	 	 	0.1	%	 	 	1.2	 	 	 	0.1	%	 	 	(0.4	)	 	 	(27.6	%)	
Earnings before income taxes	 	$	138.6	 	 	 	11.6	%	 	$	122.3	 	 	 	10.7	%	 	$	16.3	 	 	 	13.3	%	
Net Earnings	 	$	92.9	 	 	 	7.7	%	 	$	83.6	 	 	 	7.3	%	 	$	9.3	 	 	 	11.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	$	1.70	 	 	 	—	 	 	$	1.47	 	 	 	—	 	 	$	0.23	 	 	 	15.6	%	

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The following is supplemental information on total revenue:
TOTAL REVENUE
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2007	 	 	2006	 	 	Change	 	
(Millions of Dollars)	 	$	 	 	%	 	 	$	 	 	%	 	 	$	 	 	%	 	
Outdoor Group	 	$	416.7	 	 	 	34.8	%	 	$	358.8	 	 	 	31.4	%	 	$	57.9	 	 	 	16.1	%	
Wolverine Footwear Group	 	 	256.6	 	 	 	21.4	%	 	 	275.8	 	 	 	24.2	%	 	 	(19.2	)	 	 	(6.9	%)	
Heritage Brands Group	 	 	241.0	 	 	 	20.1	%	 	 	226.8	 	 	 	19.8	%	 	 	14.2	 	 	 	6.3	%	
The Hush Puppies Company	 	 	174.1	 	 	 	14.5	%	 	 	169.9	 	 	 	14.9	%	 	 	4.2	 	 	 	2.4	%	
Other	 	 	10.8	 	 	 	0.9	%	 	 	5.6	 	 	 	0.5	%	 	 	5.2	 	 	 	92.5	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total branded footwear, apparel, and licensing revenue	 	$	1,099.2	 	 	 	91.7	%	 	$	1,036.9	 	 	 	90.8	%	 	$	62.3	 	 	 	6.0	%	
Other business units	 	 	99.8	 	 	 	8.3	%	 	 	105.0	 	 	 	9.2	%	 	 	(5.2	)	 	 	(4.9	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	$	1,199.0	 	 	 	100.0	%	 	$	1,141.9	 	 	 	100.0	%	 	$	57.1	 	 	 	5.0	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
REVENUE
Revenue for 2007 increased $57.1 million over 2006. Increases in unit volume, changes in product mix, and changes in selling price for the branded footwear, apparel, and licensing segment operations, as discussed below, contributed $39.5 million of the revenue increase. The impact of translating foreign-denominated revenue to U.S. dollars improved revenue by $22.8 million. The other business units’ revenue decreased $5.2 million. Both domestic and international revenue increased, with international revenue accounting for 39.0% of total revenue in 2007 compared to 36.8% in 2006.
The Outdoor Group reported an increase in revenue of $57.9 million over 2006. The Merrell® footwear business realized a $41.8 million increase over the prior year, as revenue increases were achieved across substantially all geographies. Strong sales in the multi-sport and trail running categories, along with strong performance from women’s casual product, drove the majority of the increase. The brand also continued to experience growth with its network of international distributors. The  Merrell ®  Apparel division, which launched in the second half of 2007, contributed $4.6 million in revenue. In the first full year of business,  Patagonia ®  experienced strong sell-through, especially in men’s product, and contributed approximately $11.5 million to the increase.
The Wolverine Footwear Group recorded a $19.2 million decrease in revenue for 2007, compared to 2006. The Wolverine ®  business, which includes the  HyTest ®  brand, experienced an increase of $5.2 million during 2007 due to higher demand in the mobile distribution channel, strong reorder activity on the  MultiShox ®  comfort technology product, the successful introduction of the  Contour Welt TM  technology, and the launch of the  Wolverine ®  Apparel business. The Bates ®  division recognized a decrease in revenue from 2006 of $7.2 million due to a planned reduction in demand from the U.S. Department of Defense. Lower sales due to the planned phase out of  Stanley ®  Footgear and private label businesses decreased revenue by $5.2 million and $12.0 million, respectively.
The Heritage Brands Group experienced a $14.2 million revenue increase in 2007, compared to 2006. Cat® Footwear’s revenue increased $7.4 million, driven by strong revenue growth in the United States and through its international distribution network. Positive momentum has been driven through continued focus on strong integrated product marketing concepts including the  Legendary Raw Collection  and  iTechnology ™ collection. The  Harley-Davidson ® Footwear brand experienced a $0.3 million revenue decrease in 2007 as the brand refocused its distribution in the United States. The  Sebago ®  brand experienced an increase in revenue of $7.1 million during 2007 due to strong consumer and retail response across all categories including marine, dress casual, sandals, and kids.

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The Hush Puppies Company’s revenue increased $4.2 million in 2007. The majority of the revenue growth was driven by increased wholesale shipments in the Canadian and European markets, as well as higher royalty income generated by international licensees. Strong response to the  Hush Puppies ®  product fueled a revenue increase of $2.3 million in Canada and an increase of $8.7 million in Europe. Revenue for the brand in the U.S. market decreased $6.5 million from 2006 due to the internal reorganization of the  SoftStyle ®  business, a weak spring sandal season, and the decision to reduce inventories to limit retail risk. A $3.9 million revenue decrease in the slipper operations was experienced as the Company decided to phase out of this business. International licensing revenue increased $3.6 million in 2007 as global demand for  Hush Puppies ®  product continued to grow.
Within the Company’s other business units, Wolverine Retail reported a $4.8 million increase in revenue as a result of a mid-single digit same-store sales increases and the net addition of eight stores compared to 2006. The Wolverine Leathers operation reported a $10.0 million revenue decrease, primarily due to decreased demand for the Company’s proprietary suede products.
The Company ended 2007 with an increase in order backlog of nearly 10% above 2006 year-end levels. This backlog principally reflected demand for the first half of 2008.
GROSS MARGIN
Gross margin in 2007 of 39.4% was a 70 basis point increase over the prior year. Higher initial margins, strong inventory reduction programs, and improvements in sourcing and manufacturing operations increased margin by 110 basis points. Offsetting a portion of this improvement were inventory reserve increases associated with apparel inventory and domestically produced footwear. Benefits from favorable foreign exchange contract rates associated with the Company’s foreign entity inventory purchases added 60 basis points. These improvements were partially offset by a reduction of 20 basis points due to increased product costs sold into Europe related to new anti-dumping duties imposed on products sourced from China and Vietnam and a reduction of 80 basis points due to increased shipments to lower gross margin international distributors.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses of $333.2 million for 2007 increased $15.0 million from $318.2 million in 2006. Selling, general, and administrative expenses as a percentage of revenue decreased 10 basis points compared to the prior year reflecting improvements in overall distribution costs and reductions in employee benefit expenses of $7.0 million. The Company invested an incremental $9.4 million in product development, selling, advertising, and administrative costs on the new  Merrell ®  Apparel and  Patagonia ®  Footwear initiatives in 2007 compared to 2006. Additional brand development initiatives during the year increased selling and advertising costs by $9.5 million. The remaining increases related primarily to selling and distribution costs that vary with the increase in revenue.
INTEREST, OTHER, AND TAXES
The change in net interest reflected lower average outstanding amounts on senior notes.
The decrease in other expense primarily related to the change in realized gains or losses on foreign denominated assets and liabilities.
The Company’s effective income tax rate for 2007 was 33.0% compared to 31.6% in 2006. In the fourth quarter of 2006, the Company recognized a one-time net income tax benefit of $1.5 million resulting from the closure of prior year income tax audits.

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NET EARNINGS
As a result of the revenue, gross margin, and expense changes discussed above, the Company achieved net earnings of $92.9 million compared to $83.6 million in 2006, an increase of $9.3 million.
LIQUIDITY AND CAPITAL RESOURCES
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	January 3,	 	 	December 29,	 	 	Change	 	
(Millions of Dollars)	 	2009	 	 	2007	 	 	$	 	 	%	 	
Cash and cash equivalents	 	$	89.5	 	 	$	76.1	 	 	$	13.4	 	 	 	17.6	%	
Accounts receivable	 	 	167.9	 	 	 	179.9	 	 	 	(12.0	)	 	 	(6.7	%)	
Inventories	 	 	196.8	 	 	 	165.9	 	 	 	30.9	 	 	 	18.6	%	
Accounts payable	 	 	45.3	 	 	 	51.6	 	 	 	(6.3	)	 	 	(12.1	%)	
Accrued salaries and wages	 	 	22.7	 	 	 	20.7	 	 	 	2.0	 	 	 	9.8	%	
Accrued pension liabilities	 	 	28.1	 	 	 	4.8	 	 	 	23.3	 	 	 	489.8	%	
Other accrued liabilities	 	 	35.7	 	 	 	41.9	 	 	 	(6.2	)	 	 	(14.8	%)	
Interest-bearing debt	 	 	59.5	 	 	 	10.7	 	 	 	48.8	 	 	 	454.5	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash provided by operating activities	 	 	93.5	 	 	 	123.3	 	 	 	(29.8	)	 	 	(24.2	%)	
Additions to property, plant, and equipment	 	 	24.1	 	 	 	17.9	 	 	 	6.2	 	 	 	34.9	%	
Depreciation and amortization	 	 	20.7	 	 	 	22.8	 	 	 	(2.1	)	 	 	(9.2	%)	
Earnings before interest, taxes, and depreciation	 	 	162.4	 	 	 	160.7	 	 	 	1.7	 	 	 	1.0	%	
Cash of $44.8 million was used to fund working capital investments in 2008 compared to $0.4 million used in 2007. Inventory levels increased 18.6% from 2007 while inventory turns increased from 3.7 turns to 3.8 turns. The increase in inventory levels was primarily driven by the strategic decision to make inventory pre-buys of core product in the fourth quarter prior to 2009 cost increases, higher product costs, and the timing of spring inventory receipts, which fell into fiscal 2008 due to the 53 rd week in the fiscal year. Accounts receivable decreased 6.7% compared to a 1.8% increase in full-year revenue over 2007. No single customer accounted for more than 10% of the outstanding accounts receivable balance at January 3, 2009.
The decrease in accounts payable as compared to 2007 was primarily attributable to the timing of inventory purchases from contract suppliers. The decrease in other accrued liabilities was primarily attributable to foreign currency forward exchange contracts and a decrease in taxes payable.
The Company has a revolving credit agreement that expires in July 2010 and allows for borrowings up to $150.0 million. The revolving credit facility is used to support working capital and general business requirements. The amount outstanding under the revolving credit facility at January 3, 2009 was $59.5 million which the Company considers short-term in nature. No amount was outstanding at December 29, 2007. The Company was in compliance with all debt covenant requirements at January 3, 2009 and December 29, 2007. Proceeds from the existing credit facility along with cash flows from operations are expected to be sufficient to meet capital needs in the foreseeable future. Any excess cash flows from operating activities are expected to be used to purchase property, plant, and equipment, pay down existing debt, fund internal and external growth initiatives, pay dividends, or repurchase the Company’s common stock.

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The increase in debt at January 3, 2009 compared to December 29, 2007 was the result of the outstanding balance under the revolving credit agreement, primarily due to the repurchase of the Company’s stock throughout 2008. The increase in debt at January 3, 2009 was partially offset by annual principal payments on the Company’s senior notes, which were paid off in 2008. The Company had outstanding commercial letter-of-credit facilities of $2.5 million and $2.1 million at the end of 2008 and 2007, respectively. The total debt-to-capital ratio for the Company was 12.2% in 2008 and 2.2% in 2007, reflecting higher borrowings under the revolving credit agreement compared to the prior year.
The majority of capital expenditures were for information system enhancements, consumer-direct initiatives, manufacturing equipment, and building improvements. The Company leases machinery, equipment, and certain warehouse, office, and retail store space under operating lease agreements that expire at various dates through 2023.
The Company’s pension benefit results are based upon actuarial valuations. These valuations are based on key assumptions, including assumptions about discount rates and expected returns on plan assets. The Company is required to consider market conditions, including changes in interest rates, in selecting these assumptions. Pre-tax expense resulting from the Company’s qualified defined benefit pension plans decreased $1.1 million for 2008 when compared to 2007, primarily due to a decrease in the amortization of prior losses in the market value of pension assets and a discount rate increase. The Company estimates that pre-tax expense related to qualified defined benefit pension plans will increase in 2009 as compared to 2008 by approximately $9.0 million primarily as a result of losses in market value of pension assets in 2008.
Applying the provisions of SFAS No. 87 and SFAS No. 158, the Company’s qualified defined benefit pension plans (the “Plans”) were underfunded by $36.4 million at January 3, 2009 and were overfunded by $17.2 million at December 29, 2007. Under the Employee Retirement Income Security Act of 1974, the Plans had no minimum funding requirements for 2008 and 2007. Discretionary cash contributions were made to the Plans totaling $3.0 million in both 2008 and in 2007 to provide long-term stability to the Plans. The Company expects to contribute approximately $26.1 million to its qualified defined benefit pension plans and approximately $2.0 million to the Supplemental Executive Retirement Plan (SERP) in 2009.
In the fourth quarter of 2006 and full year 2006 results, the Company recognized a one-time net income tax benefit of $1.5 million resulting from the closure of prior year income tax audits. No provision has been made for U.S. federal and state income taxes or foreign taxes that may result from future remittances of the undistributed earnings of foreign subsidiaries of $235.2 million at January 3, 2009 ($177.2 million at December 29, 2007), as the Company expects such earnings will remain invested overseas indefinitely.
The Company’s Board of Directors approved common stock repurchase programs on April 19, 2007 and December 13, 2005. These programs authorize the repurchase of 7.0 million and 3.0 million shares of common stock over a 36-month and 24-month period, respectively, commencing on the effective date of the program. The primary purpose of these stock repurchase programs is to increase shareholder value. The Company intends to continue repurchasing shares of its common stock in open market or privately negotiated transactions, from time-to-time, depending upon market conditions and other factors.

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 	 	2008	 	 	2007	 	 	Cumulative	 	
 	 	 	 	 	 	Market price	 	 	 	 	 	 	Market price	 	 	 	 	 	 	Market price	 	
 	 	Shares	 	 	of shares	 	 	Shares	 	 	of shares	 	 	Shares	 	 	of shares	 	
 	 	repurchased	 	 	repurchased	 	 	repurchased	 	 	repurchased	 	 	repurchased	 	 	repurchased	 	
Authorization effective date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
April 19, 2007	 	 	2,844,269	 	 	$	73,948,000	 	 	 	3,549,535	 	 	$	95,945,000	 	 	 	6,393,804	 	 	$	169,893,000	 	
December 13, 2005	 	 	—	 	 	 	—	 	 	 	1,191,882	 	 	 	33,864,000	 	 	 	3,000,000	 	 	 	75,950,000	 	
The Company declared dividends of $21.5 million, or $0.44 per share, in 2008, a 22.2% increase on a per share basis over the dividends of $0.36 per share, or $18.8 million, declared in 2007. On February 11, 2009, the Company declared a quarterly cash dividend of $0.11 per share of common stock. The quarterly dividend is payable on May 1, 2009, to shareholders of record on April 1, 2009.
In October 2006, the European Commission announced definitive anti-dumping duties at rates of 16.5% and 10.0% on imports from China and Vietnam, respectively. These definitive measures became effective October 7, 2006, and were in effect until October 6, 2008. In October 2008, the European Commission announced a review of the anti-dumping duties to determine whether the duties should continue or expire. During the expiry review, the anti-dumping duties imposed in October 2006 remain in effect. The continued imposition of these anti-dumping measures could have a material impact on the Company’s business, results of operations, financial condition, and cash flows.
NEW ACCOUNTING STANDARDS
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases require, estimates of fair market value. SFAS No. 157 also expands financial statement disclosure requirements about a company’s use of fair value measurements, including the effect of such measures on earnings. For financial assets and liabilities, SFAS No. 157 was effective for fiscal years beginning after November 15, 2007 (fiscal year 2008 for the Company). In February 2008, the FASB issued FASB Staff Position (FSP) 157-2,  Partial Deferral of the Effective Date of Statement 157  (“FSP 157-2”). FSP 157-2 delays the effective date of SFAS No. 157, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008 (fiscal year 2009 for the Company). The adoption is not expected to have a material impact on the Company’s consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year beginning after December 15, 2008 (fiscal year 2009 for the Company). The Company expects the adoption will have an impact on the consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms, and size of the acquisitions consummated after the effective date. The Company will apply this standard when future acquisitions occur.

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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51  (“SFAS No. 160”). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (fiscal year 2009 for the Company). Earlier adoption is prohibited. The Company currently does not have any noncontrolling interests and will apply this standard when future acquisitions occur.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133  (“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS No. 133 and its related interpretations, and how the instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (fiscal year 2009 for the Company). Since SFAS No. 161 requires only additional disclosures concerning derivatives and hedging activities, adoption of SFAS No. 161 will not affect the Company’s financial condition, results of operations, or cash flows.
In June 2008, the FASB issued Staff Position (“FSP”) Emerging Issue Task Force (“EITF”) Issue No. 03-6-1,  Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008 (fiscal year 2009 for the Company). Upon adoption, a company is required to retrospectively adjust its earnings per share data, including any amounts related to interim periods, summaries of earnings, and selected financial data, to conform to the provisions of FSP EITF 03-6-1. The adoption of FSP EITF 03-6-1 will reduce basic earnings per share by $0.02 for fiscal 2008, 2007, and 2006, and have no impact on diluted earnings per share for fiscal 2008 and 2007 and reduce diluted earnings per share by $0.01 for fiscal 2006.
On December 30, 2008, the FASB issued FSP SFAS No. 132(R)-1, Employer’s Disclosures about Postretirement Benefit Plan Assets  (“FSP SFAS No. 132(R)-1”). This FSP amends FASB Statement No. 132 (Revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits  (“SFAS No. 132(R)”), to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by FSP SFAS No. 132(R)-1 shall be provided for fiscal years ending after December 15, 2009 (fiscal 2009 for the Company). Upon initial application, the provisions of FSP SFAS No. 132(R)-1 are not required for earlier periods that are presented for comparative purposes. Earlier application of the provisions of FSP SFAS No. 132(R)-1 is permitted. Since FSP SFAS No. 132(R)-1 requires only additional disclosures concerning plan assets, adoption of FSP SFAS No. 132(R)-1 will not affect the Company’s financial condition, results of operations, or cash flows.

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CRITICAL ACCOUNTING POLICIES
The preparation of the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ materially from these estimates under different assumptions or conditions.
The Company has identified the following critical accounting policies used in determining estimates and assumptions in the amounts reported. Management believes that an understanding of these policies is important to an overall understanding of the Company’s consolidated financial statements.
REVENUE RECOGNITION
Revenue is recognized on the sale of products manufactured or sourced by the Company when the related goods have been shipped, legal title has passed to the customer, and collectibility is reasonably assured. Revenue generated through programs with licensees and distributors involving products bearing the Company’s trademarks is recognized as earned according to stated contractual terms upon either the purchase or shipment of branded products by licensees and distributors.
The Company records provisions against gross revenue for estimated stock returns and cash discounts in the period when the related revenue is recorded. These estimates are based on factors that include, but are not limited to, historical stock returns, historical discounts taken, and analysis of credit memorandum activity. The actual amount of customer returns or allowances may differ from the Company’s estimates. The Company records either an increase or decrease to net sales in the period in which it determines an adjustment to be appropriate.
ACCOUNTS RECEIVABLE
The Company maintains an allowance for uncollectible accounts receivable for estimated losses resulting from its customers’ inability to make required payments. Company management evaluates the allowance for uncollectible accounts receivable based on a review of current customer status and historical collection experience. Historically, losses have been within the Company’s expectations. Adjustments to these estimates may be required if the financial condition of the Company’s customers were to change. If the Company were to determine that increases or decreases to the allowance for uncollectible accounts were appropriate, the Company would record either an increase or decrease to general and administrative expenses in the period in which the Company made such a determination. At January 3, 2009 and December 29, 2007, management believed that it had provided sufficient reserves to address future collection uncertainties.

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INVENTORY
The Company values its inventory at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for all domestic raw materials and work-in-process inventories, and certain domestic finished goods inventories. Cost is determined using methods approximating cost under the first-in, first-out (FIFO) method for all raw materials, work-in-process, and finished good inventories in foreign countries. The FIFO method is also used for all finished goods inventories of the Company’s retail business, due to the unique nature of that operation, and for certain domestic finished goods inventories. Once elected, the Company has applied these inventory cost valuation methods consistently from year to year. The Company reduces the value of its inventories to the lower of cost or market for excess or obsolete inventories based upon assumptions about future demand and market conditions. If the Company were to determine that the estimated market value of its inventory is less than the carrying value of such inventory, the Company would provide a reserve for such difference as a charge to cost of sales. If actual market conditions are different from those projected, adjustments to those inventory reserves may be required. The adjustments would increase or decrease the Company’s cost of sales and net income in the period in which they were realized or recorded. Inventory quantities are verified at various times throughout the year by performing annual physical inventory observations and perpetual inventory cycle count procedures. If the Company determines that adjustments to the inventory quantities are appropriate, an increase or decrease to the Company’s cost of sales and inventory is recorded in the period in which such determination was made. At January 3, 2009 and December 29, 2007, management believed that it had provided sufficient reserves for excess or obsolete inventories.
GOODWILL AND OTHER NON-AMORTIZABLE INTANGIBLES
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to impairment tests at least annually. The first step of the goodwill impairment test requires that the fair value of the applicable reporting unit be compared with its recorded value. The Company establishes fair value by calculating the present value of the expected future cash flows of the reporting unit. The Company uses assumptions about expected future operating performance in determining estimates of those cash flows, which may differ from actual cash flows. If the recorded values of these assets are not recoverable, based on this discounted cash flow analysis, management performs the next step which compares the fair value of the reporting unit calculated in step one to the fair value of the tangible and intangible assets of the reporting unit, which results in an implied fair value of goodwill. Goodwill is reduced by any shortfall of implied goodwill to its carrying value. Impairment tests for other non-amortizable intangibles require the determination of the fair value of the intangible asset. The carrying value is reduced by any excess over fair value. The Company reviewed the carrying amounts of goodwill and other non-amortizable intangible assets and determined that there was no impairment indicated for the years ended January 3, 2009 or December 29, 2007.
INCOME TAXES
The Company operates in multiple tax jurisdictions both inside and outside the United States. Accordingly, management must determine the appropriate allocation of income in accordance with local law for each of these jurisdictions. The Company believes its tax accruals are adequate to cover exposures related to changes in income allocation between tax jurisdictions. The carrying value of the Company’s deferred tax assets assumes that the Company will be able to generate sufficient taxable income in future years to utilize these deferred tax assets. If these assumptions change, the Company may be required to record valuation allowances against its gross deferred tax assets in future years, which would cause the Company to record additional income tax expense in the Company’s consolidated statements of operations. Management evaluates the potential the Company will be able to realize its gross deferred tax assets and assesses the need for valuation allowances on a quarterly basis. The Company did not record a valuation allowance in 2008 or 2007.
On a periodic basis, the Company estimates what the effective tax rate will be for the full fiscal year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the fiscal year progresses, that estimate is refined based upon actual events and earnings in each tax jurisdictions during the year. This continual estimation process periodically results in a change to the expected effective tax rate for the fiscal year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision equals the revised expected annual rate.

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RETIREMENT BENEFITS
The determination of the obligation and expense for retirement benefits is dependent on the selection of certain actuarial assumptions used in calculating such amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets, and rates of increase in compensation. These assumptions are reviewed with the Company’s actuaries and updated annually based on relevant external and internal factors and information, including but not limited to, long-term expected asset returns, rates of termination, regulatory requirements, and plan changes.
The Company utilizes a bond matching calculation to determine the discount rate. A hypothetical bond portfolio is created based on a presumed purchase of bonds with maturities that match the plan’s expected future cash outflows. The discount rate is the resulting yield of the hypothetical bond portfolio. The bonds selected are rated AA- or higher by a recognized ratings agency, and are noncallable, currently purchasable, and nonprepayable. The discount rate is used in the calculation of the year end pension liability and pension expense for the subsequent year. The discount rate at year end 2008 was 7.25%. With all other assumptions and values held constant, every 10 basis point decrease in the discount rate would increase net pension liabilities at year end 2008 by approximately $2.0 million and would increase 2009 pension expense by approximately $0.4 million. Pension expense is also impacted by the expected long-term rate of return on plan assets, which the Company has determined to be 8.5%. This determination is based on both actual historical rates of return experienced by the pension assets and the long-term rate of return of a composite portfolio of equity and fixed income securities that approximately reflects the diversification of the pension assets. Every 10 basis point decrease in the expected long-term rate of return on plan assets would increase 2009 pension expense by approximately $0.1 million.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R),  Share-Based Payment . The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (a) the length of time employees will retain their vested stock options before exercising them (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, and (c) the number of options that will be forfeited. Changes in these assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense amounts recognized on the consolidated statements of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company faces market risk to the extent that changes in foreign currency exchange rates affect the Company’s foreign assets, liabilities, and inventory purchase commitments and to the extent that its long-term debt requirements are affected by changes in interest rates. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars. The Company does not believe that there has been a material change during 2008 in the nature of the Company’s primary market risk exposures, including the categories of market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Annual Report on Form 10-K, the Company does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term.
Under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, the Company is required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not qualifying hedges must be adjusted to fair value through earnings. If a derivative is a qualifying hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings.

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The Company conducts wholesale operations outside of the United States in the United Kingdom, continental Europe, and Canada where the functional currencies are primarily the British pound, euro, and Canadian dollar, respectively. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with inventory purchases made by non-U.S. wholesale operations in U.S. dollars in the normal course of business. At January 3, 2009 and December 29, 2007, the Company had outstanding forward currency exchange contracts to purchase $63.1 million and $70.4 million, respectively, of U.S. dollars with maturities ranging up to 287 days.
The Company also has production facilities in the Dominican Republic and sourcing locations in Asia, where financial statements reflect U.S. dollars as the functional currency. However, operating costs are paid in the local currency. Royalty revenue generated by the Company from third-party foreign licensees is calculated in the licensees’ local currencies, but paid in U.S. dollars. Accordingly, the Company is subject to related foreign currency remeasurement gains and losses in 2009 and beyond.
Assets and liabilities outside the United States are primarily located in the United Kingdom, Canada, and the Netherlands. The Company’s investments in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. Accordingly, the Company does not hedge these net investments. For the year ended January 3, 2009, the strengthening of the U.S. dollar compared to foreign currencies decreased the value of these investments in net assets by $36.3 million. For the year ended December 29, 2007, the weakening of the U.S. dollar compared to foreign currencies increased the value of these investments in net assets by $13.6 million. These changes resulted in cumulative foreign currency translation adjustments at January 3, 2009 and December 29, 2007 of $0.9 million and $35.4 million, respectively, that are deferred and recorded as a component of accumulated other comprehensive income in stockholders’ equity.
Because the Company markets, sells, and licenses its products throughout the world, it could be affected by weak economic conditions in foreign markets that could reduce demand for its products.
The Company is exposed to changes in interest rates primarily as a result of its revolving credit agreement. The Company has not historically utilized interest rate swaps or similar hedging arrangements to fix interest rates; however, in 1998 the Company entered into an interest rate lock agreement to fix the interest rate prior to the issuance of 6.5% senior notes in the amount of $75 million. The contract was settled in 1998 and resulted in a prepayment of interest of $2.2 million that was amortized over the term of the senior notes. These notes were fully repaid during 2008 and, as such, there was no remaining unamortized balance at January 3, 2009. The amortization of the prepayment created an effective interest rate of 6.78% on the senior notes.
The Company does not enter into contracts for speculative or trading purposes, nor is it a party to any leveraged derivative instruments.

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OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements as of January 3, 2009.
CONTRACTUAL OBLIGATIONS
The following table lists required principal payments and related interest rates for the Company’s short- and long-term debt by fiscal year of maturity.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2008	 	 	2007	 	
(Millions of Dollars, Except Percentages)	 	2009	 	 	2010	 	 	2011	 	 	2012	 	 	2013	 	 	There-
after	 	 	Total	 	 	Fair
Value	 	 	Total	 	 	Fair
Value	 	
Denominated in U.S. dollars:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed rate	 	$	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 	 	$	—	 	 	$	10.7	 	 	$	11.0	 	
Average interest rate	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6.5	%	 	 	—	 	
The Company has the following payments under contractual obligations due by period:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	Total	 	 	Less than
1 year	 	 	1-3 years	 	 	3-5 years	 	 	More than
5 years	 	
Capital leases	 	$	5	 	 	$	5	 	 	$	—	 	 	$	—	 	 	$	—	 	
Operating leases	 	 	125,672	 	 	 	16,551	 	 	 	28,135	 	 	 	21,245	 	 	 	59,741	 	
Purchase obligations (1)	 	 	134,986	 	 	 	134,986	 	 	 	—	 	 	 	—	 	 	 	—	 	
Deferred compensation	 	 	1,156	 	 	 	249	 	 	 	369	 	 	 	324	 	 	 	214	 	
Pension (2)	 	 	26,156	 	 	 	26,156	 	 	 	—	 	 	 	—	 	 	 	—	 	
SERP	 	 	21,103	 	 	 	1,988	 	 	 	3,847	 	 	 	3,870	 	 	 	11,398	 	
Dividends declared	 	 	5,416	 	 	 	5,416	 	 	 	—	 	 	 	—	 	 	 	—	 	
Minimum royalties	 	 	11,152	 	 	 	1,328	 	 	 	3,316	 	 	 	3,705	 	 	 	2,803	 	
Minimum advertising	 	 	10,425	 	 	 	2,121	 	 	 	4,483	 	 	 	2,696	 	 	 	1,125	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total (3)	 	$	336,071	 	 	$	188,800	 	 	$	40,150	 	 	$	31,840	 	 	$	75,281	 	

(1)	 	Purchase obligations primarily relate to inventory and capital expenditure commitments.	
 	 	 	
(2)	 	Pension obligations reflect only planned pension funding as there are currently no required funding obligations under government regulation. Funding amounts are calculated on an annual basis and no required or planned funding beyond one year has been determined.	
 	 	 	
(3)	 	The Company adopted Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) on December 31, 2006. The total amount of unrecognized tax benefits on the Consolidated Balance Sheet at January 3, 2009 is $3.2 million. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes. As a result, this amount is not included in the table above.	
The Company had $93.4 million of additional borrowing capacity available under all of its existing credit facilities at January 3, 2009. The Company’s additional borrowing capacity is summarized as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Expiration of availability	 	
 	 	Total commitments	 	 	Less than	 	 	1 year or	 	
(Millions of Dollars)	 	available	 	 	1 year	 	 	greater	 	
Revolving credit	 	$	90.5	 	 	$	—	 	 	$	90.5	 	
Standby letters of credit	 	 	2.9	 	 	 	2.9	 	 	 	—	 	

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Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
The response to this Item is set forth under the caption “Quantitative and Qualitative Disclosures About Market Risk” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and is incorporated herein by reference.
Item 8.Financial Statements and Supplementary Data.
The response to this Item is set forth in Appendix A of this Annual Report on Form 10-K and is incorporated herein by reference.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on and as of the time of such evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 3, 2009, based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of January 3, 2009.
The effectiveness of the Company’s internal control over financial reporting as of January 3, 2009, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included in Appendix A and is incorporated into this Item 9A by reference.
Changes in Internal Control Over Financial Reporting.
There was no change in the Company’s internal control over financial reporting that occurred during the seventeen-week period ended January 3, 2009 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.Other Information.
None.

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PART III
Item 10.Directors and Executive Officers of the Registrant.
The Company’s Audit Committee is comprised of four Board members, all of whom are independent under independence standards adopted by the Board and applicable SEC Regulations and New York Stock Exchange standards (including independence standards related specifically to Audit Committee membership). The Audit Committee members each have financial and business experience with companies of substantial size and complexity and have a significant understanding of generally accepted accounting principles, financial statements, internal controls and audit committee functions. The Company’s Board of Directors has determined that Jeffrey M. Boromisa and William K. Gerber are audit committee financial experts, as defined by the SEC. Additional information regarding the Audit Committee is provided in the Definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, under the caption “Wolverine’s Board of Directors” under the subheading “Board Committees and Meetings — Audit Committee.”
The Company has adopted an Accounting and Finance Code of Ethics that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer, and has adopted a Code of Conduct & Compliance that applies to the Company’s directors and employees. The Accounting and Finance Code of Ethics and the Code of Conduct & Compliance are available on the Company’s website, www.wolverineworldwide.com. Any waiver from the Accounting and Finance Code of Ethics or the Code of Conduct & Compliance with respect to the Company’s executive officers and directors will be disclosed on the Company’s website. Any amendment to the Accounting and Finance Code of Ethics will be disclosed on the Company’s website.
The information regarding directors of the Company contained under the caption “Election of Directors” and under the caption “Wolverine’s Board of Directors” under the subheading “Nominees for Terms Expiring in 2012,” “Continuing Directors — Terms Expiring in 2011,” and “Continuing Directors — Terms Expiring in 2010” in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.
The information regarding directors and executive officers of the Company under the caption “Related Matters” under the subheading “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.
Item 11.Executive Compensation.
The information contained under the captions “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.

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Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information contained under the caption “Ownership of Wolverine Stock” contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.
The following table provides information about Wolverine’s equity compensation plans as of January 3, 2009:
Equity Compensation Plan Information
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Number of	 	 	 	 	 	 	Number of Securities	 	
 	 	Securities to be	 	 	Weighted Average	 	 	Remaining Available for	 	
 	 	Issued Upon	 	 	Exercise Price of	 	 	Future Issuance Under	 	
 	 	Exercise of	 	 	Outstanding	 	 	Equity Compensation	 	
 	 	Outstanding	 	 	Options,	 	 	Plans (Excluding	 	
 	 	Options, Warrants	 	 	Warrants and	 	 	Securities Reflected in	 	
 	 	and Rights	 	 	Rights	 	 	Column (a))	 	
Plan Category (1)	 	(a)	 	 	(b)	 	 	(c)	 	
Equity compensation plans approved by security holders	 	 	4,572,384	(2)(3)	 	$	17.87	 	 	 	3,706,008	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity compensation plans not approved by security holders	 	 	—	 	 	 	N/A	 	 	 	—	 	

Total	 	 	4,572,384	 	 	$	17.87	 	 	 	3,706,008	 	
 	 	 	 	 	 	 	 	 	 	
Notes to Equity Compensation Plan Information
 	 	 	
(1)	 	Each plan for which aggregated information is provided contains customary anti-dilution provisions that are applicable in the event of a stock split, stock dividend or certain other changes in the Company’s capitalization.	
 	 	 	
(2)	 	Includes: (i) 4,088,561 stock options awarded to employees under the 1993 Stock Incentive Plan, the 1995 Stock Incentive Plan, the 1997 Stock Incentive Plan, the Stock Incentive Plan of 1999, the Stock Incentive Plan of 2001, the Stock Incentive Plan of 2003 and the Stock Incentive Plan of 2005; and (ii) and 483,823 stock options awarded to non-employee directors under the Stock Incentive Plan of 2005, the Amended and Restated Directors’ Stock Option Plan approved by stockholders in 2002 and the previous Amended and Restated Directors’ Stock Option Plan initially adopted in 1988. Column (a) does not include stock units credited to outside directors’ fee accounts or retirement accounts under the Outside Directors’ Deferred Compensation Plan. Stock units do not have an exercise price. Each stock unit credited to a director’s fee account and retirement account under the Outside Directors’ Deferred Compensation Plan will be converted into one share of common stock upon distribution. Column (a) also does not include shares of restricted or unrestricted common stock previously issued under the Company’s equity compensation plans.	

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(3)	 	Of this amount, 1,169,160 options were not exercisable as of January 3, 2009, due to vesting restrictions.	
 	 	 	
(4)	 	Comprised of: (i) 485,550 shares available for issuance under the Outside Directors’ Deferred Compensation Plan upon the retirement of the current directors or upon a change in control; and (ii) 3,220,458 shares issuable under the various employee stock incentive plans. Of these total amounts available, the number of shares with respect to the following plans may be issued other than upon the exercise of an option, warrant or right outstanding as of January 3, 2009:	

• Outside Directors’ Deferred Compensation Plan:	 	 	485,550	 	
• Stock Incentive Plan of 1999:	 	 	72,198	 	
• Stock Incentive Plan of 2001:	 	 	378,255	 	
• Stock Incentive Plan of 2003:	 	 	88,148	 	
• Stock Incentive Plan of 2005:	 	 	1,340,929	 	
 	 	 	
 	 	The Outside Directors’ Deferred Compensation Plan is a supplemental, unfunded, nonqualified deferred compensation plan for non-employee directors. Beginning in 2006, the Company began paying an annual equity retainer to non-management directors in the form of a contribution under the Outside Directors’ Deferred Compensation Plan. Participation in the plan in addition to the annual equity retainer is voluntary. The plan allows participating directors to receive, in lieu of some or all directors’ fees, a number of stock units equal to the amount of the deferred directors’ fees divided by the fair market value of the Company’s common stock on the date of payment of the next cash dividend on the Company’s common stock. These stock units are increased by a dividend equivalent based on dividends paid by the Company and the amount of stock units credited to the participating director’s fee account and retirement account. Upon distribution, the participating directors receive a number of shares of the Company’s common stock equal to the number of stock units to be distributed at that time. Distribution is triggered by termination of service as a director or by a change in control of the Company and can occur in a lump sum, in installments or on another deferred basis. Of the 485,550 shares issuable under the Outside Directors’ Deferred Compensation Plan, 179,867 shares have been issued to a trust to satisfy the Company’s obligations when distribution is triggered and are included in shares reported as issued and outstanding as of the record date.	
 	 	 	
 	 	The employee stock incentive plans listed above are equity-based incentive plans for officers, key employees, and, under the Stock Incentive Plan of 2005, directors. Those plans authorize awards of stock options, restricted common stock, common stock and, under certain plans, tax benefit rights, restricted stock units, deferred stock units, and/or stock appreciation rights. The Stock Incentive Plans of 2001 and 2003 specifically limit the number of shares that can be awarded as restricted or unrestricted common stock to 40% and 15%, respectively, of the shares authorized for issuance under the applicable plan. The Stock Incentive Plan of 2005 provides that each share of restricted or unrestricted common stock, each restricted stock unit and each stock appreciation right is counted as two shares against the total number of shares authorized for issuance under the plan. The number of securities listed as remaining available in column (c) of the table assumes the grant of all stock options, which count as only one share against the total number of shares authorized for issuance under the Stock Incentive Plan of 2005. Actual shares available under the Stock Incentive Plan of 2005 will be less to the extent that awards of restricted or unrestricted common stock, restricted stock units or stock appreciation rights are issued from that plan. The numbers provided in this footnote and in column (c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under a plan are canceled, surrendered, modified, exchanged for substitutes or expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under the plan under which the award was granted.	

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Item 13.Certain Relationships and Related Transactions, and Director Independence.
The information contained under the caption “Related Matters” under the subheading “Certain Relationships and Related Transactions” contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference. The information contained under the caption “Corporate Governance Principles” under the subheading “Independence” contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services.
The information contained under the caption “Selection of Auditors” in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 23, 2009, is incorporated herein by reference.
PART IV
Item 15.Exhibits and Financial Statement Schedules.
Item 15(a)(1).Financial Statements. Attached as Appendix A.
The following consolidated financial statements of Wolverine World Wide, Inc. and subsidiaries are filed as a part of this report:
 	•	 	Consolidated Balance Sheets as of January 3, 2009 and December 29, 2007.	

 	•	 	Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Fiscal Years Ended January 3, 2009, December 29, 2007, and December 30, 2006.	

 	•	 	Consolidated Statements of Operations for the Fiscal Years Ended January 3, 2009, December 29, 2007, and December 30, 2006.	

 	•	 	Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3, 2009, December 29, 2007, and December 30, 2006.	

 	•	 	Notes to the Consolidated Financial Statements as of January 3, 2009.	

 	•	 	Reports of Independent Registered Public Accounting Firm.	
Item 15(a)(2).Financial Statement Schedules. Attached as Appendix B.
The following consolidated financial statement schedule of Wolverine World Wide, Inc. and subsidiaries is filed as a part of this report:
 	•	 	Schedule II—Valuation and Qualifying Accounts of Continuing Operations.	
All other schedules (I, III, IV, and V) for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

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Item 15(a)(3).Exhibits.
The following exhibits are filed as part of this report:
 	 	 	 	 	
Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	3.1	 	 	Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	3.2	 	 	Amended and Restated By-laws. Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 15, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	4.1	 	 	The Registrant has other long-term debt instruments outstanding in addition to those described in Exhibit 4.2. The authorized 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.	
 	 	 	 	 	
 	4.2	 	 	Credit Agreement dated as of July 22, 2005, among Wolverine World Wide, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent, Harris, N.A., as Syndication Agent, Comerica Bank, Standard Federal Bank N.A. and National City Bank of the Midwest, as Documentation Agents, and certain other Banks that are parties to the Credit Agreement. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.1	 	 	1993 Stock Incentive Plan, as amended and restated.*	
 	 	 	 	 	
 	10.2	 	 	Amended and Restated 1995 Stock Incentive Plan.*	
 	 	 	 	 	
 	10.3	 	 	Amended and Restated 1997 Stock Incentive Plan.*	
 	 	 	 	 	
 	10.4	 	 	Amended and Restated Stock Incentive Plan of 1999.*	
 	 	 	 	 	
 	10.5	 	 	Amended and Restated Stock Incentive Plan of 2001.*	
 	 	 	 	 	
 	10.6	 	 	Amended and Restated Stock Incentive Plan of 2003.*	
 	 	 	 	 	
 	10.7	 	 	Amended and Restated Stock Incentive Plan of 2005.*	
 	 	 	 	 	
 	10.8	 	 	Amended and Restated Directors’ Stock Option Plan.*	
 	 	 	 	 	
 	10.9	 	 	Amended and Restated Outside Directors’ Deferred Compensation Plan.* Previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	

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Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	10.10	 	 	Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).*	
 	 	 	 	 	
 	10.11	 	 	Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan).*	
 	 	 	 	 	
 	10.12	 	 	Amended and Restated Stock Option Loan Program.* Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.13	 	 	Executive Severance Agreement.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference. A participant schedule of current executive officers who are parties to the agreement is attached as Exhibit 10.13.	
 	 	 	 	 	
 	10.14	 	 	Form of Indemnification Agreement.* The Company has entered into an Indemnification Agreement with each director and executive officer. Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 22, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	10.15	 	 	Amended and Restated Benefit Trust Agreement dated April 25, 2007.* Previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 25, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.16	 	 	Employees’ Pension Plan (Restated as amended through November 30, 2007).* Previously filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.17	 	 	Form of Incentive Stock Option Agreement.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.18	 	 	Form of Non-Qualified Stock Option Agreement for Stephen L. Gulis, Blake W. Krueger and Timothy J. O’Donovan.* Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.19	 	 	Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.18 applies.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.20	 	 	Form of Restricted Stock Agreement.* Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.21	 	 	Form of Incentive Stock Option Agreement.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.22	 	 	Form of Non-Qualified Stock Option Agreement for Stephen L. Gulis, Blake W. Krueger and Timothy J. O’Donovan.* Previously filed as Exhibit 10.2 to the Company’s Current Report of Form 8-K dated February 15, 2006. Here incorporated by reference.	

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Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	10.23	 	 	Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.22 applies.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.24	 	 	Form of Restricted Stock Agreement.* Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.25	 	 	Form of Stock Option Agreement for non-employee directors.* Previously filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.26	 	 	2009 Form of Non-Qualified Stock Option Agreement for Donald T. Grimes, Blake W. Krueger, Pamela L. Linton, Michael F. McBreen and James D. Zwiers.*	
 	 	 	 	 	
 	10.27	 	 	2009 Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.26 applies.*	
 	 	 	 	 	
 	10.28	 	 	Form of Performance Share Award Agreement.*	
 	 	 	 	 	
 	10.29	 	 	Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of March 13, 2008, as amended.* Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 22, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	10.30	 	 	First Amendment to Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of December 11, 2008.*	
 	 	 	 	 	
 	10.31	 	 	409A Supplemental Executive Retirement Plan.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference. A participant schedule of current executive officers who participate in this plan is attached as Exhibit 10.31.	
 	 	 	 	 	
 	10.32	 	 	Form of 409A Supplemental Retirement Plan Participation Agreement with Mr. Krueger.*	
 	 	 	 	 	
 	10.33	 	 	Outside Directors Deferred Compensation Plan.* Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	10.34	 	 	Separation and Release Agreement between Wolverine World Wide, Inc. and Cheryl L. Johnson.* Previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	21	 	 	Subsidiaries of Registrant.	
 	 	 	 	 	
 	23	 	 	Consent of Ernst & Young LLP.	
 	 	 	 	 	
 	24	 	 	Powers of Attorney.	
 	 	 	 	 	
 	31.1	 	 	Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	 	
 	31.2	 	 	Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	 	
 	32	 	 	Certification pursuant to 18 U.S.C. § 1350.	

*	 	Management contract or compensatory plan or arrangement.	
The Company will furnish a copy of any exhibit listed above to any stockholder without charge upon written request to Mr. Kenneth A. Grady, General Counsel and Secretary, 9341 Courtland Drive, Rockford, Michigan 49351.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 	 	
Dated: March 4, 2009 	By:  	/s/ Blake W. Krueger	 	
 	 	Blake W. Krueger 	 	
 	 	Chief Executive Officer and President
(Principal Executive Officer) 	 	
 	
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 	 	 	 	 	
Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Blake W. Krueger
  Blake W. Krueger	 	Chief Executive Officer and President
(Principal Executive Officer)	 	March 4, 2009	
 	 	 	 	 	
/s/ Donald T. Grimes
  Donald T. Grimes	 	Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)	 	March 4, 2009	
 	 	 	 	 	
*/s/ Jeffrey M. Boromisa
  Jeffrey M. Boromisa	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ William K. Gerber
  William K. Gerber	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Alberto L. Grimoldi
  Alberto L. Grimoldi	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Joseph R. Gromek
  Joseph R. Gromek	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ David T. Kollat
  David T. Kollat	 	Director 	 	March 4, 2009	

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Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Blake W. Krueger
  Blake W. Krueger	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Brenda J. Lauderback
  Brenda J. Lauderback	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ David P. Mehney
  David P. Mehney	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Timothy J. O’Donovan
  Timothy J. O’Donovan	 	Director and Chairman 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Shirley D. Peterson
  Shirley D. Peterson	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*/s/ Michael A. Volkema
  Michael A. Volkema	 	Director 	 	March 4, 2009	
 	 	 	 	 	
*By /s/ Blake W. Krueger
          Blake W. Krueger
        Attorney-in-Fact	 	Chief Executive Officer and President	 	March 4, 2009	

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APPENDIX A
Financial Statements

 

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CONSOLIDATED BALANCE SHEETS
 	 	 	 	 	 	 	 	 	
 	 	As of Fiscal Year End	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
ASSETS	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	89,502	 	 	$	76,087	 	
Accounts receivable, less allowances (2008 - $15,161; 2007 - $13,643)	 	 	167,949	 	 	 	179,934	 	
Inventories	 	 	 	 	 	 	 	 	
Finished products	 	 	177,801	 	 	 	148,925	 	
Raw materials and work-in-process	 	 	18,976	 	 	 	16,927	 	
 	 	 	 	 	 	 	
 	 	 	196,777	 	 	 	165,852	 	
 	 	 	 	 	 	 	 	 	
Deferred income taxes	 	 	8,127	 	 	 	11,909	 	
Prepaid expenses and other current assets	 	 	11,487	 	 	 	11,859	 	
 	 	 	 	 	 	 	
Total current assets	 	 	473,842	 	 	 	445,641	 	
 	 	 	 	 	 	 	 	 	
Property, plant, and equipment:	 	 	 	 	 	 	 	 	
Land	 	 	882	 	 	 	882	 	
Buildings and improvements	 	 	81,875	 	 	 	76,678	 	
Machinery and equipment	 	 	143,203	 	 	 	149,944	 	
Software	 	 	72,478	 	 	 	60,702	 	
 	 	 	 	 	 	 	
 	 	 	298,438	 	 	 	288,206	 	
 	 	 	 	 	 	 	 	 	
Less accumulated depreciation	 	 	212,681	 	 	 	202,789	 	
 	 	 	 	 	 	 	
 	 	 	85,757	 	 	 	85,417	 	
Other assets:	 	 	 	 	 	 	 	 	
Goodwill	 	 	32,310	 	 	 	39,573	 	
Other non-amortizable intangibles	 	 	9,257	 	 	 	8,936	 	
Cash surrender value of life insurance	 	 	35,531	 	 	 	32,886	 	
Pension assets	 	 	—	 	 	 	17,752	 	
Deferred income taxes	 	 	23,314	 	 	 	3,877	 	
Other	 	 	4,769	 	 	 	4,296	 	
 	 	 	 	 	 	 	
 	 	 	105,181	 	 	 	107,320	 	
 	 	 	 	 	 	 	
Total assets	 	$	664,780	 	 	$	638,378	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	45,320	 	 	$	51,551	 	
Accrued salaries and wages	 	 	22,702	 	 	 	20,668	 	
Income taxes	 	 	1,817	 	 	 	3,911	 	
Taxes, other than income taxes	 	 	4,308	 	 	 	5,855	 	
Other accrued liabilities	 	 	29,533	 	 	 	32,109	 	
Accrued pension liabilities	 	 	28,144	 	 	 	4,772	 	
Current maturities of long-term debt	 	 	5	 	 	 	10,731	 	
Revolving credit agreement	 	 	59,500	 	 	 	—	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	191,329	 	 	 	129,597	 	
 	 	 	 	 	 	 	 	 	
Deferred compensation	 	 	7,714	 	 	 	8,011	 	
Accrued pension liabilities	 	 	34,777	 	 	 	20,912	 	
Other liabilities	 	 	1,038	 	 	 	1,079	 	
 	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
Common stock, $1 par value: authorized 160,000,000 shares; shares issued, including treasury shares: 2008 - 61,655,814; 2007 - 61,085,123	 	 	61,656	 	 	 	61,085	 	
Additional paid-in capital	 	 	64,696	 	 	 	47,786	 	
Retained earnings	 	 	666,027	 	 	 	591,706	 	
Accumulated other comprehensive income (loss)	 	 	(42,834	)	 	 	22,268	 	
Cost of shares in treasury: 2008 - 12,748,721 shares; 2007 - 9,850,299 shares	 	 	(319,623	)	 	 	(244,066	)	
 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	429,922	 	 	 	478,779	 	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	664,780	 	 	$	638,378	 	

( )	 	Denotes deduction.	
See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	
(Thousands of Dollars, Except Per Share Data)	 	2008	 	 	2007	 	 	2006	 	
COMMON STOCK	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	$	61,085	 	 	$	60,468	 	 	$	59,212	 	
Common stock issued under stock incentive plans (2008 - 570,691 shares; 2007 - 618,123 shares; 2006 - 1,255,286 shares)	 	 	571	 	 	 	617	 	 	 	1,256	 	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	61,656	 	 	 	61,085	 	 	 	60,468	 	
 	 	 	 	 	 	 	 	 	 	
ADDITIONAL PAID-IN CAPITAL	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	 	47,786	 	 	 	31,341	 	 	 	13,203	 	
Stock-based compensation expense	 	 	8,164	 	 	 	8,316	 	 	 	7,155	 	
Reclassification of unearned compensation upon adoption of SFAS No. 123(R)	 	 	—	 	 	 	—	 	 	 	(5,873	)	
Amounts associated with common stock issued under stock incentive plans:	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds over par value	 	 	5,859	 	 	 	4,603	 	 	 	12,254	 	
Income tax benefits	 	 	2,842	 	 	 	3,572	 	 	 	4,672	 	
Issuance of treasury shares (2008 - 22,842 shares; 2007 - 12,661 shares; 2006 - 14,511 shares)	 	 	54	 	 	 	47	 	 	 	55	 	
Net change in employee notes receivable	 	 	(9	)	 	 	(93	)	 	 	(125	)	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	64,696	 	 	 	47,786	 	 	 	31,341	 	
 	 	 	 	 	 	 	 	 	 	
RETAINED EARNINGS	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	 	591,706	 	 	 	519,815	 	 	 	452,672	 	
Net earnings	 	 	95,821	 	 	 	92,886	 	 	 	83,647	 	
Cash dividends declared (2008 - $0.44 per share; 2007 - $0.36 per share; 2006 - $0.30 per share)	 	 	(21,500	)	 	 	(18,844	)	 	 	(16,504	)	
Cumulative effect of adopting FIN 48 (See Note 7)	 	 	—	 	 	 	(509	)	 	 	—	 	
Pension adjustments (See Note 6)	 	 	—	 	 	 	(1,642	)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	666,027	 	 	 	591,706	 	 	 	519,815	 	
 	 	 	 	 	 	 	 	 	 	
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	 	22,268	 	 	 	3,923	 	 	 	9,398	 	
Foreign currency translation adjustments	 	 	(36,305	)	 	 	13,643	 	 	 	9,548	 	
Change in fair value of foreign exchange contracts, net of taxes (2008 - ($3,447); 2007 - $929; 2006 - $901)	 	 	5,978	 	 	 	(1,007	)	 	 	(1,657	)	
Pension adjustments, net of taxes (2008 - $18,963; 2007 - ($3,396); 2006 - $6,885)	 	 	(34,775	)	 	 	5,709	 	 	 	(13,366	)	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	(42,834	)	 	 	22,268	 	 	 	3,923	 	
 	 	 	 	 	 	 	 	 	 	
UNEARNED COMPENSATION	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	 	—	 	 	 	—	 	 	 	(5,873	)	
Reclassification of unearned compensation upon adoption of SFAS No. 123(R)	 	 	—	 	 	 	—	 	 	 	5,873	 	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
COST OF SHARES IN TREASURY	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of the year	 	 	(244,066	)	 	 	(110,988	)	 	 	(66,291	)	
Common stock purchased for treasury (2008 - 2,921,264 shares; 2007 - 4,587,473 shares; 2006 - 1,937,450 shares)	 	 	(76,129	)	 	 	(133,379	)	 	 	(45,009	)	
Issuance of treasury shares (2008 - 22,842 shares; 2007 - 12,661 shares; 2006 - 14,511 shares)	 	 	572	 	 	 	301	 	 	 	312	 	
 	 	 	 	 	 	 	 	 	 	
Balance at end of the year	 	 	(319,623	)	 	 	(244,066	)	 	 	(110,988	)	
 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity at end of the year	 	$	429,922	 	 	$	478,779	 	 	$	504,559	 	
 	 	 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	95,821	 	 	$	92,886	 	 	$	83,647	 	
Foreign currency translation adjustments	 	 	(36,305	)	 	 	13,643	 	 	 	9,548	 	
Change in fair value of foreign exchange contracts, net of taxes	 	 	5,978	 	 	 	(1,007	)	 	 	(1,657	)	
Pension adjustments, net of taxes	 	 	(34,775	)	 	 	5,709	 	 	 	(306	)	
 	 	 	 	 	 	 	 	 	 	
Total comprehensive income	 	$	30,719	 	 	$	111,231	 	 	$	91,232	 	

( )	 	Denotes deduction.	
See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	
(Thousands of Dollars, Except Per Share Data)	 	2008	 	 	2007	 	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	1,220,568	 	 	$	1,198,972	 	 	$	1,141,887	 	
Cost of products sold	 	 	734,547	 	 	 	727,041	 	 	 	700,349	 	
 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	486,021	 	 	 	471,931	 	 	 	441,538	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general, and administrative expenses	 	 	345,183	 	 	 	333,151	 	 	 	318,243	 	
 	 	 	 	 	 	 	 	 	 	
Operating profit	 	 	140,838	 	 	 	138,780	 	 	 	123,295	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expenses (income):	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	2,850	 	 	 	2,470	 	 	 	2,973	 	
Interest income	 	 	(1,757	)	 	 	(3,134	)	 	 	(3,175	)	
Other (income) expense	 	 	(839	)	 	 	873	 	 	 	1,205	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	254	 	 	 	209	 	 	 	1,003	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	140,584	 	 	 	138,571	 	 	 	122,292	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income taxes	 	 	44,763	 	 	 	45,685	 	 	 	38,645	 	

Net earnings	 	$	95,821	 	 	$	92,886	 	 	$	83,647	 	

Net earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	1.96	 	 	$	1.77	 	 	$	1.52	 	
Diluted	 	 	1.90	 	 	 	1.70	 	 	 	1.47	 	
See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal Year	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	95,821	 	 	$	92,886	 	 	$	83,647	 	
Adjustments necessary to reconcile net earnings to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation	 	 	18,460	 	 	 	20,223	 	 	 	21,024	 	
Amortization	 	 	2,236	 	 	 	2,568	 	 	 	968	 	
Deferred income taxes	 	 	(43	)	 	 	(5,660	)	 	 	(8,543	)	
Stock-based compensation expense	 	 	8,164	 	 	 	8,316	 	 	 	7,155	 	
Excess tax benefits from stock-based compensation	 	 	(1,610	)	 	 	(2,620	)	 	 	(3,599	)	
Pension	 	 	1,252	 	 	 	2,884	 	 	 	7,254	 	
Other	 	 	13,966	 	 	 	4,339	 	 	 	3,498	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	3,419	 	 	 	(21,530	)	 	 	6,409	 	
Inventories	 	 	(39,201	)	 	 	22,450	 	 	 	(18,764	)	
Other operating assets	 	 	(386	)	 	 	3,141	 	 	 	(3,382	)	
Accounts payable	 	 	(5,064	)	 	 	3,140	 	 	 	5,434	 	
Other operating liabilities	 	 	(3,544	)	 	 	(6,849	)	 	 	8,588	 	
 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	93,470	 	 	 	123,288	 	 	 	109,689	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Additions to property, plant, and equipment	 	 	(24,126	)	 	 	(17,879	)	 	 	(17,067	)	
Other	 	 	(4,133	)	 	 	(4,441	)	 	 	(2,039	)	
 	 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(28,259	)	 	 	(22,320	)	 	 	(19,106	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Net borrowings under revolver	 	 	59,500	 	 	 	—	 	 	 	—	 	
Payments of long-term debt	 	 	(10,714	)	 	 	(10,713	)	 	 	(10,916	)	
Payments of capital lease obligations	 	 	(12	)	 	 	(26	)	 	 	(23	)	
Cash dividends paid	 	 	(20,758	)	 	 	(18,391	)	 	 	(16,079	)	
Purchase of common stock for treasury	 	 	(76,129	)	 	 	(133,379	)	 	 	(45,009	)	
Proceeds from shares issued under stock incentive plans	 	 	7,047	 	 	 	5,662	 	 	 	13,752	 	
Excess tax benefits from stock-based compensation	 	 	1,610	 	 	 	2,620	 	 	 	3,599	 	
 	 	 	 	 	 	 	 	 	 	
Net cash used in financing activities	 	 	(39,456	)	 	 	(154,227	)	 	 	(54,676	)	
Effect of foreign exchange rate changes	 	 	(12,340	)	 	 	4,683	 	 	 	3,498	 	
 	 	 	 	 	 	 	 	 	 	
Increase (decrease) in cash and cash equivalents	 	 	13,415	 	 	 	(48,576	)	 	 	39,405	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of the year	 	 	76,087	 	 	 	124,663	 	 	 	85,258	 	
 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of the year	 	$	89,502	 	 	$	76,087	 	 	$	124,663	 	

OTHER CASH FLOW INFORMATION	 	 	 	 	 	 	 	 	 	 	 	 	
Interest paid	 	$	2,365	 	 	$	1,916	 	 	$	2,545	 	
Net income taxes paid	 	 	35,995	 	 	 	48,336	 	 	 	35,784	 	
 	 	 	
( )	 	Denotes reduction in cash and cash equivalents.	
See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
NATURE OF OPERATIONS
Wolverine World Wide, Inc. is a leading designer, manufacturer and marketer of a broad range of quality casual shoes, performance outdoor footwear, apparel, work shoes and boots, and uniform shoes and boots. The Company’s global portfolio of owned and licensed brands includes:  Bates ® ,  Cat ®  Footwear,  Harley-Davidson ®  Footwear,  Hush Puppies ® ,  HyTest ® ,  Merrell ® ,  Patagonia ®  Footwear,  Sebago ® ,  Stanley ®  Footgear, and Wolverine ® . Licensing programs are utilized to extend the global reach of the Company’s owned brands. The Company also operates a retail division to market its brands and branded footwear and apparel from other manufacturers; a tannery that produces  Wolverine Performance Leathers ™; and a pigskin procurement operation.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Wolverine World Wide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation.
FISCAL YEAR
The Company’s fiscal year is the 52- or 53-week period that ends on the Saturday nearest to December 31. Fiscal years presented in this report include the 53-week period ended January 3, 2009 and the 52-week periods ended December 29, 2007 and December 30, 2006.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
REVENUE RECOGNITION
Revenue is recognized on the sale of products manufactured or sourced by the Company when the related goods have been shipped, legal title has passed to the customer, and collectibility is reasonably assured. Revenue generated through programs with licensees and distributors involving products bearing the Company’s trademarks is recognized as earned according to stated contractual terms upon either the purchase or shipment of branded products by licensees and distributors.
The Company records provisions against gross revenue for estimated sales returns and cash discounts in the period when the related revenue is recorded. These estimates are based on factors that include, but are not limited to, historical sales returns, historical cash discounts taken, and analysis of credit memorandum activity.
COST OF PRODUCTS SOLD
Cost of products sold includes the actual product costs, including inbound freight charges, purchasing, sourcing, inspection, and receiving costs. Warehousing costs are included in selling, general, and administrative expenses.
SHIPPING AND HANDLING COSTS
Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenue, while the related expenses incurred by the Company are recorded as cost of products sold.

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CASH EQUIVALENTS
Cash equivalents include highly liquid investments with a maturity of three months or less when purchased. Cash equivalents are stated at cost, which approximates market.
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
The Company maintains an allowance for uncollectible accounts receivable for estimated losses resulting from its customers’ inability to make required payments. Company management evaluates the allowance for uncollectible accounts receivable based on a review of current customer status and historical collection experience. Adjustments to these estimates may be required if the financial condition of the Company’s customers were to change. The Company does not require collateral or other security on trade accounts receivable for the majority of its customers.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for all domestic raw materials and work-in-process inventories, and certain U.S. finished goods inventories. Cost is determined using methods approximating cost under the first-in, first-out (FIFO) method for all raw materials, work-in-process, and finished goods inventories in foreign countries. The FIFO method is also used for all finished goods inventories of the Company’s retail business, due to the unique nature of that operation, and for certain U.S. finished goods inventories. Once elected, the Company has applied these inventory cost valuation methods consistently from year to year.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated on the basis of cost and include expenditures for new facilities, major renewals, betterments, and software. Normal repairs and maintenance are expensed as incurred.
Depreciation of property, plant, and equipment is computed using the straight-line method. The depreciable lives range from five to forty years for buildings and improvements and from three to ten years for machinery, equipment, and software. Leasehold improvements are depreciated at the lesser of the estimated useful life or lease term, including reasonably assured lease renewals as determined at lease inception.
GOODWILL AND OTHER INTANGIBLES
Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Other intangibles consist primarily of trademarks, brand names, patents, and customer relationships. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to impairment tests at least annually in accordance with Statement of Financial Accounting Standards (SFAS) No. 142,  Goodwill and Other Intangible Assets . The Company reviews the carrying amounts of goodwill and other non-amortizable intangible assets annually by reporting unit to determine if such assets may be impaired. If the carrying amounts of these assets are not recoverable based upon a discounted cash flow analysis, such assets are reduced by the estimated shortfall of fair value to recorded value. Other amortizable intangible assets (principally patents) are amortized using the straight-line method over their estimated useful lives (periods ranging from two to ten years). Other amortizable intangible assets are included in other assets on the consolidated balance sheets and have net carrying amounts of $4,390,000 and $3,487,000 for 2008 and 2007, respectively, and accumulated amortization of $4,433,000 and $4,986,000 for 2008 and 2007, respectively. Estimated aggregate amortization expense for such intangibles for each of the five fiscal years subsequent to 2008 is as follows: 2009 — $1,668,000; 2010 — $1,554,000; 2011 — $925,000; 2012 — $98,000; 2013 — $65,000.
The Company has performed the required annual impairment tests and has determined that goodwill and other non-amortizable intangibles were not impaired at January 3, 2009 and December 29, 2007.

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The changes in the carrying amount of goodwill and other non-amortizable intangibles for the years ended January 3, 2009 and December 29, 2007 are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	Goodwill	 	 	Trademarks	 	 	Total	 	
Balance at December 31, 2006	 	$	38,776	 	 	$	8,506	 	 	$	47,282	 	
Intangibles acquired	 	 	—	 	 	 	430	 	 	 	430	 	
Foreign currency translation effects	 	 	797	 	 	 	—	 	 	 	797	 	
 	 	 	 	 	 	 	 	 	 	
Balance at December 29, 2007	 	$	39,573	 	 	$	8,936	 	 	$	48,509	 	
Intangibles acquired	 	 	—	 	 	 	338	 	 	 	338	 	
Intangibles disposed	 	 	—	 	 	 	(17	)	 	 	(17	)	
Foreign currency translation effects	 	 	(7,263	)	 	 	—	 	 	 	(7,263	)	
 	 	 	 	 	 	 	 	 	 	
Balance at January 3, 2009	 	$	32,310	 	 	$	9,257	 	 	$	41,567	 	
 	 	 	 	 	 	 	 	 	 	
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may not be recoverable. Each impairment test is based on a comparison of the carrying amount of the asset or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.
RETIREMENT BENEFITS
The determination of the obligation and expense for retirement benefits is dependent on the selection of certain actuarial assumptions used in calculating such amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets, and rates of increase in compensation. These assumptions are reviewed with the Company’s actuaries and updated annually based on relevant external and internal factors and information, including but not limited to, long-term expected asset returns, rates of termination, regulatory requirements, and plan changes. See Note 6 to the consolidated financial statements for additional information.
STOCK-BASED COMPENSATION
Prior to January 1, 2006, the Company followed Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and related Interpretations, in accounting for awards under its stock incentive plans. The Company did not recognize stock-based compensation expense related to employee stock options in its statements of operations for periods prior to the adoption of SFAS No. 123(R),  Share-Based Payment , as options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R) using the modified prospective transition method. Under that transition method, compensation cost recognized in the years ended January 3, 2009, December 29, 2007 and December 30, 2006 includes: (a) compensation cost for all stock-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimate in accordance with the original provisions of SFAS No. 123,  Accounting for Stock-Based Compensation , and (b) compensation cost for all stock-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).
The Company recognized compensation costs of $8,164,000, $8,316,000, and $7,155,000 and related income tax benefits of $1,699,000, $2,092,000, and $1,967,000 for awards under its stock-based compensation plans in the statements of operations for the years ended January 3, 2009, December 29, 2007, and December 30, 2006, respectively. Compensation costs capitalized as part of inventory and property, plant and equipment were not material.

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The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes model. The estimated weighted-average fair value for each option granted was $5.68, $6.87 and $5.29 per share in 2008, 2007 and 2006, respectively, with the following weighted-average assumptions:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	 	2006	 	
Expected market price volatility (1)	 	 	28.9	%	 	 	23.3	%	 	 	24.5	%	
Risk-free interest rate (2)	 	 	2.5	%	 	 	4.8	%	 	 	4.6	%	
Dividend yield (3)	 	 	1.6	%	 	 	1.4	%	 	 	1.4	%	
Expected term (4)	 	4 years	 	 	4 years	 	 	4 years	 	
 	 	 	
(1)	 	Based on historical volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over the four years prior to the grant.	
 	 	 	
(2)	 	Represents the U.S. Treasury yield curve in effect for the expected term of the option (average of three- and five-year Treasury bonds) at the time of grant.	
 	 	 	
(3)	 	Represents the Company’s cash dividend yield for the expected term.	
 	 	 	
(4)	 	Represents the period of time that options granted are expected to be outstanding. The Company determined that all employee groups exhibit similar exercise and post-vesting termination behavior to determine the expected term.	
Stock-based compensation expense recognized in the consolidated condensed statements of operations for the years ended January 3, 2009, December 29, 2007 and December 30, 2006 has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.
ADVERTISING COSTS
Advertising costs are expensed as incurred and customer-specific advertising dollars are expensed when earned by customers. Total advertising expense was $47,436,000 in 2008, $45,982,000 in 2007 and $42,037,000 in 2006, and includes customer-specific advertising dollars of $10,752,000 in 2008, $12,160,000 in 2007 and $9,327,000 in 2006. The Company provides sales incentives to certain retail customers in the form of a cooperative advertising program and accounts for costs under this program in accordance with EITF 01-9,  Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) . Under this program, customers are reimbursed for Company-approved advertising expenditures where the value to the Company is objectively verifiable.
INCOME TAXES
The provision for income taxes is based on the earnings reported in the consolidated financial statements. A deferred income tax asset or liability is determined by applying currently enacted tax laws and rates to the cumulative temporary differences between the carrying values of assets and liabilities for financial statement and income tax purposes. The Company recognizes interest and penalties related to unrecognized tax benefits through interest expense and income tax expense, respectively.
EARNINGS PER SHARE
Basic earnings per share is computed based on weighted-average shares of common stock outstanding during each year after adjustment for nonvested common stock issued under restricted stock incentive plans. Diluted earnings per share assumes the exercise of dilutive stock options and the vesting of all common stock under restricted stock programs.

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The following table sets forth the reconciliation of weighted average shares used in the computation of basic and diluted earnings per share:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	 	2006	 	
Weighted average shares outstanding during the year	 	 	49,381,789	 	 	 	53,140,581	 	 	 	55,655,822	 	
Adjustment for nonvested restricted common stock	 	 	(513,063	)	 	 	(641,088	)	 	 	(802,624	)	
 	 	 	 	 	 	 	 	 	 	
Denominator for basic earnings per share	 	 	48,868,726	 	 	 	52,499,493	 	 	 	54,853,198	 	
Effect of dilutive stock options	 	 	1,151,567	 	 	 	1,586,804	 	 	 	1,622,103	 	
Adjustment for nonvested common stock — treasury method	 	 	337,424	 	 	 	401,369	 	 	 	455,806	 	
 	 	 	 	 	 	 	 	 	 	
Denominator for diluted earnings per share	 	 	50,357,717	 	 	 	54,487,666	 	 	 	56,931,107	 	
 	 	 	 	 	 	 	 	 	 	
Options to purchase 1,273,676 shares of common stock in 2008, 546,247 shares in 2007, and 507,775 shares in 2006 have not been included in the denominator for the computation of diluted earnings per share because the related exercise prices were greater than the average market price for the period and, therefore, they were antidilutive.
FOREIGN CURRENCY
For most of the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars at the year-end exchange rate. Operating statement amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Transaction gains and losses are included in the consolidated statements of operations and were not material in 2008, 2007, and 2006.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company’s financial instruments consist of cash and cash equivalents, accounts and notes receivable, accounts payable, borrowings under the revolving credit agreement, and long-term debt. There was no long-term debt outstanding at January 3, 2009. At December 29, 2007, fixed rate long-term debt with a carrying value of $10,714,000 and a fair value of $10,976,000 was outstanding. Excluding the fixed rate long-term debt, the Company’s estimate of the fair values of the aforementioned financial instruments approximates their carrying amounts for the respective years. Fair value was determined using discounted cash flow analyses and current interest rates for similar instruments. The Company does not hold or issue financial instruments for trading purposes.
Effective December 30, 2007 (fiscal year 2008), the Company adopted the provisions of SFAS No. 157, Fair Value Measurements  (“SFAS No. 157”), for financial assets and liabilities measured on a recurring basis. SFAS No. 157 applies to all financial assets and liabilities that are being measured and reported on a fair value basis and establishes a framework for measuring fair value of assets and liabilities and expands disclosures about fair value measurements. There was no impact to the Company’s consolidated financial statements as a result of the adoption of SFAS No. 157. As of January 3, 2009 and December 29, 2007, an asset of $3,246,000 and a liability of $1,918,000, respectively, have been recognized for the fair value of the foreign currency forward exchange contracts. In accordance with SFAS No. 157, these assets and liabilities fall within Level 2 of the fair value hierarchy. Level 2 represents financial instruments lacking quoted prices (unadjusted) from active market exchanges, including over-the-counter exchange-traded financial instruments. The prices for the financial instruments are determined using prices for recently-traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs. The Company did not have any additional assets or liabilities that were measured at fair value on a recurring basis at January 3, 2009.
The Company follows SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, which requires that all derivative instruments be recorded on the consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with inventory purchases made by non-U.S. wholesale operations in U.S. dollars in the normal course of business. At January 3, 2009 and December 29, 2007, foreign exchange contracts with a notional value of $63,129,000 and $70,357,000, respectively, were outstanding to purchase U.S. dollars with maturities ranging up to 287 days. These contracts have been designated as cash flow hedges.

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The fair value of the foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. Hedge effectiveness is evaluated by the hypothetical derivative method. Any hedge ineffectiveness is reported within cost of products sold. Hedge ineffectiveness was not material in 2008, 2007, or 2006. If, in the future, the foreign exchange contracts are determined to be ineffective hedges or terminated before their contractual termination dates, the Company would be required to reclassify into earnings all or a portion of the unrealized amounts related to the cash flow hedges that are currently included in accumulated other comprehensive income (loss) within stockholders’ equity.
COMPREHENSIVE INCOME
Comprehensive income represents net earnings and any revenue, expenses, gains, and losses that, under accounting principles generally accepted in the United States, are excluded from net earnings and recognized directly as a component of stockholders’ equity.
Ending accumulated other comprehensive income (loss) is as follows:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
Foreign currency translation adjustments	 	$	(872	)	 	$	35,433	 	
Foreign currency cash flow hedge adjustments, net of taxes (2008 - ($1,904); 2007 - $1,543)	 	 	3,923	 	 	 	(2,055	)	
Pension adjustments, net of taxes (2008 - $24,231; 2007 - $5,268)	 	 	(45,885	)	 	 	(11,110	)	
 	 	 	 	 	 	 	
Accumulated other comprehensive income (loss)	 	$	(42,834	)	 	$	22,268	 	
 	 	 	 	 	 	 	
RECLASSIFICATIONS
Certain amounts previously reported in 2007 and 2006 have been reclassified to conform with the presentation used in 2008.
2. Inventories
Inventories of $65,000,000 at January 3, 2009 and $61,070,000 at December 29, 2007 have been valued using the LIFO method. If the FIFO method had been used, inventories would have been $11,854,000 and $8,983,000 higher than reported at January 3, 2009 and December 29, 2007, respectively.
3. Debt
Long-term debt consists of the following obligations:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
6.5% senior notes payable	 	$	—	 	 	$	10,714	 	
Other	 	 	5	 	 	 	17	 	
 	 	 	 	 	 	 	
 	 	 	5	 	 	 	10,731	 	
Less current maturities	 	 	5	 	 	 	10,731	 	
 	 	 	 	 	 	 	
 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	
The 6.5% unsecured senior notes payable were paid in 2008. Required annual principal payments of $10,714,000 were due through the maturity date of December 8, 2008. In connection with the issuance of these senior notes, the Company entered into an interest rate lock agreement with a bank that was settled in 1998 and resulted in a prepayment of interest of $2,200,000. This prepayment was amortized over the remaining term of the senior notes using the effective interest method. The prepayment was fully amortized at January 3, 2009.

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The Company has an unsecured revolving credit agreement that allows for borrowings up to $150,000,000, subject to increase or decrease as specified in the credit agreement. This agreement, which expires in July 2010, contains restrictive covenants that, among other things, require the Company to maintain certain financial ratios related to debt to total capital and minimum fixed charge coverage. At January 3, 2009, the Company was in compliance with all restrictive covenants. Interest is paid at a variable rate based on one of the following options elected by the Company: prime, LIBOR, or money market rate plus applicable spread. At January 3, 2009, $59,500,000 was outstanding under a revolving credit agreement which the Company considers short-term in nature. No amount was outstanding at December 29, 2007.
The Company had commercial letters of credit outstanding of $2,466,000 and $2,060,000 at January 3, 2009 and December 29, 2007, respectively.
Interest costs of $227,000 in 2008, $237,000 in 2007, and $170,000 in 2006 were capitalized in connection with various capital improvement and computer hardware and software installation projects.
4. Leases
The Company leases machinery, equipment, and certain warehouse, office, and retail store space under operating lease agreements that expire at various dates through 2023. Certain leases contain renewal provisions and generally require the Company to pay utilities, insurance, taxes, and other operating expenses. At January 3, 2009, minimum rental payments due under all noncancelable leases were as follows: 2009 — $16,551,000; 2010 — $14,824,000; 2011 — $13,311,000; 2012 — $11,020,000; 2013 — $10,225,000; thereafter — $59,741,000.
Rental expense under all operating leases, consisting primarily of minimum rentals, totaled $18,255,000 in 2008, $14,681,000 in 2007, and $13,934,000 in 2006.
5. Capital Stock
The Company has 2,000,000 authorized shares of $1 par value preferred stock, of which none was issued or outstanding as of January 3, 2009 or December 29, 2007. The Company has designated 500,000 shares of preferred stock as Series B junior participating preferred stock for possible future issuance under a preferred stock rights plan.
As of January 3, 2009, the Company had stock options outstanding or available for grant under stock incentive plans adopted in 1993, 1995, 1997, 1999, 2001, 2003, and 2005. Shares of restricted stock may also be granted under each of these plans, with the exception of the 1993, 1995, and 1997 plans. As of January 3, 2009, the Company had approximately 2,681,324 stock incentive units available for issuance under the Stock Incentive Plan of 2005. Under the provisions of the Stock Incentive Plan of 2005, each option granted counts as one stock incentive unit and each share of restricted stock granted counts as two stock incentive units. In addition, as of January 3, 2009, the Company had approximately 536,911 stock incentive units available for grant under the balance of its other plans. Options granted under each plan have an exercise price equal to the fair market value of the underlying stock on the grant date, expire no later than ten years from the grant date, and generally vest over three years. Common stock issued under these plans is subject to certain restrictions, including a prohibition against any sale, transfer, or other disposition by the officer or employee during the vesting period (except for certain transfers for estate planning purposes for certain officers), and a requirement to forfeit all or a certain portion of the award upon certain terminations of employment or upon failure to achieve performance criteria in certain instances. These restrictions typically lapse over a three- to five-year period from the date of the award. The Company has elected to recognize expense for these stock-based incentive plans ratably over the vesting term on a straight-line basis. Certain option and restricted share awards provide for accelerated vesting under various scenarios, including retirement and upon a change in control of the Company. With regard to acceleration of vesting upon retirement, employees of eligible retirement age are vested in accordance with plan provisions and applicable stock option and restricted stock agreements. The Company issues shares to plan participants upon exercise or vesting of stock-based incentive awards from either authorized, but unissued, shares or treasury shares.

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A summary of the transactions under the stock option plans is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Average	 	 	 	 	
 	 	 	 	 	 	Weighted-	 	 	Remaining	 	 	 	 	
 	 	Shares	 	 	Average	 	 	Contractual	 	 	Aggregate	 	
 	 	Under	 	 	Exercise	 	 	Term	 	 	Intrinsic	 	
 	 	Option	 	 	Price	 	 	(Years)	 	 	Value	 	
Outstanding at December 31, 2005	 	 	5,040,712	 	 	$	14.72	 	 	 	5.6	 	 	$	39,201,000	 	
Granted	 	 	735,210	 	 	 	22.71	 	 	 	 	 	 	 	 	 	
Exercised	 	 	(1,168,639	)	 	 	12.51	 	 	 	 	 	 	 	 	 	
Cancelled	 	 	(32,338	)	 	 	20.46	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at December 30, 2006	 	 	4,574,945	 	 	$	16.53	 	 	 	5.6	 	 	$	54,873,000	 	
Granted	 	 	623,577	 	 	 	30.16	 	 	 	 	 	 	 	 	 	
Exercised	 	 	(551,020	)	 	 	14.67	 	 	 	 	 	 	 	 	 	
Cancelled	 	 	(59,257	)	 	 	27.73	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at December 29, 2007	 	 	4,588,245	 	 	$	18.46	 	 	 	5.4	 	 	$	31,096,000	 	
Granted	 	 	845,843	 	 	 	25.21	 	 	 	 	 	 	 	 	 	
Exercised	 	 	(713,048	)	 	 	15.46	 	 	 	 	 	 	 	 	 	
Cancelled	 	 	(148,656	)	 	 	25.36	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at January 3, 2009	 	 	4,572,384	 	 	$	19.95	 	 	 	5.6	 	 	$	16,155,438	 	
Estimated forfeitures	 	 	(12,917	)	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Vested or expected to vest at January 3, 2009	 	 	4,559,467	 	 	$	19.93	 	 	 	5.5	 	 	$	16,155,320	 	
Nonvested at January 3, 2009 and expected to vest	 	 	(1,156,243	)	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Exercisable at January 3, 2009	 	 	3,403,224	 	 	$	17.87	 	 	 	4.5	 	 	$	16,152,334	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
The total pre-tax intrinsic value of options exercised during the year ended January 3, 2009 was $8,593,000. As of January 3, 2009, there was $2,851,000 of unrecognized compensation cost related to stock option awards that is expected to be recognized over a weighted-average period of 1.2 years.
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $21.52 as of January 2, 2009, which would have been received by the option holders had all option holders exercised in-the-money options as of that date. The total number of in-the-money options exercisable as of January 3, 2009 was 2,183,319. As of December 29, 2007, 3,635,095 outstanding options were exercisable, and the weighted-average exercise price was $16.22.

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A summary of the nonvested restricted shares issued under stock award plans is as follows:
 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Weighted-	 	
 	 	 	 	 	 	Average	 	
 	 	 	 	 	 	Grant Date	 	
 	 	Shares	 	 	Fair Value	 	
Nonvested at December 31, 2005	 	 	933,891	 	 	$	14.28	 	
Granted	 	 	178,950	 	 	 	22.59	 	
Vested	 	 	(324,735	)	 	 	12.06	 	
Forfeited	 	 	(12,296	)	 	 	17.09	 	
 	 	 	 	 	 	 	
Nonvested at December 30, 2006	 	 	775,810	 	 	$	17.09	 	
Granted	 	 	146,950	 	 	 	30.17	 	
Vested	 	 	(335,695	)	 	 	14.81	 	
Forfeited	 	 	(13,684	)	 	 	27.64	 	
 	 	 	 	 	 	 	
Nonvested at December 29, 2007	 	 	573,381	 	 	$	21.52	 	
Granted	 	 	179,755	 	 	 	24.85	 	
Vested	 	 	(234,581	)	 	 	18.36	 	
Forfeited	 	 	(46,063	)	 	 	24.08	 	
 	 	 	 	 	 	 	
Nonvested at January 3, 2009	 	 	472,492	 	 	$	24.11	 	
 	 	 	 	 	 	 	
As of January 3, 2009, there was $4,072,000 of unrecognized compensation cost related to nonvested share-based compensation arrangements granted under restricted stock award plans. That cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of shares vested during the year ended January 3, 2009 was $6,300,000.
6. Retirement Plans
The Company has noncontributory, defined benefit pension plans covering a majority of its domestic employees. The Company’s principal defined benefit pension plan provides benefits based on the employees’ years of service and final average earnings (as defined in the plan), while the other plan provides benefits at a fixed rate per year of service. The Company intends to annually contribute amounts deemed necessary to maintain the plans on a sound actuarial basis.
The Company has a Supplemental Executive Retirement Plan (“SERP”) for certain current and former employees that entitles them to receive payments from the Company following retirement based on the employees’ years of service and final average earnings (as defined in the SERP). Under the SERP, the employees can elect early retirement with a corresponding reduction in benefits. The Company also has individual deferred compensation agreements with certain former employees that entitle them to receive payments from the Company for a period of fifteen to eighteen years following retirement. The Company maintains life insurance policies with a cash surrender value of $35,531,000 at January 3, 2009 and $32,886,000 at December 29, 2007 that are intended to fund deferred compensation benefits under the SERP and deferred compensation agreements.
The Company has a defined contribution money accumulation plan (“MAP”) covering substantially all domestic employees that provides for Company contributions based on earnings. Prior to January 1, 2007, this plan was combined with the principal defined benefit pension plan for funding purposes under Section 414(k) of the Internal Revenue Code (“IRC”). On January 1, 2007, the assets and projected benefit obligation attributable to the Section 414(k) arrangement were split off from the defined benefit pension plan and merged with the MAP. The Company recognized expense for the MAP of $2,245,000 in 2008, $2,078,000 in 2007, and $2,100,000 in 2006.
The Company has certain defined contribution plans at foreign subsidiaries. Contributions to these plans were $1,194,000 in 2008, $1,327,000 in 2007, and $978,000 in 2006. The Company also has a defined benefit plan at a foreign location that provides for retirement benefits based on years of service. The obligation recorded under this plan was $2,620,000 at January 3, 2009 and $2,466,000 at December 29, 2007 which is recognized as a deferred compensation liability on the accompanying balance sheet.

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Effective in 2007, the Company adopted the measurement date provisions of SFAS No. 158 requiring the measurement date of the defined benefit pension plans to correspond with the Company’s fiscal year end. As a result, the Company recognized a reduction of $1,642,000 in retained earnings and a reduction in accumulated other comprehensive income of $6,338,000. The previous measurement date was September 30. The following summarizes the status of and changes in the Company’s pension assets and related obligations for its pension plans (which include the Company’s defined benefit pension plans and the SERP) as of:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
 	 	 	 	 	 	 	 	 	
Change in projected benefit obligations:	 	 	 	 	 	 	 	 	
Projected benefit obligations at beginning of the year	 	$	175,091	 	 	$	176,262	 	
Service cost pertaining to benefits earned during the year	 	 	4,859	 	 	 	6,061	 	
Interest cost on projected benefit obligations	 	 	11,413	 	 	 	13,701	 	
Actuarial (gains) losses	 	 	(5,309	)	 	 	141	 	
Plan amendment	 	 	220	 	 	 	717	 	
IRC Section 414(k) split-off	 	 	—	 	 	 	(10,785	)	
Benefits paid to plan participants	 	 	(11,304	)	 	 	(11,006	)	
 	 	 	 	 	 	 	
Projected benefit obligations at end of the year	 	$	174,970	 	 	$	175,091	 	

Change in fair value of pension assets:	 	 	 	 	 	 	 	 	
Fair value of pension assets at beginning of the year	 	$	167,159	 	 	$	163,498	 	
Actual return (loss) on plan assets	 	 	(48,879	)	 	 	20,682	 	
Company contributions	 	 	5,073	 	 	 	4,770	 	
IRC Section 414(k) split-off	 	 	—	 	 	 	(10,785	)	
Benefits paid to plan participants	 	 	(11,304	)	 	 	(11,006	)	
 	 	 	 	 	 	 	
Fair value of pension assets at end of the year	 	$	112,049	 	 	$	167,159	 	

Funded status	 	$	(62,921	)	 	$	(7,932	)	

Amounts recognized in the consolidated balance sheets:	 	 	 	 	 	 	 	 	
Current liabilities	 	$	(28,144	)	 	$	(4,772	)	
Non current assets	 	 	—	 	 	 	17,752	 	
Non current liabilities	 	 	(34,777	)	 	 	(20,912	)	
 	 	 	 	 	 	 	
Net amount recognized	 	$	(62,921	)	 	$	(7,932	)	

Amounts recognized in accumulated other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	
Unrecognized net actuarial loss	 	$	(44,707	)	 	$	(9,757	)	
Unrecognized prior service cost	 	 	(1,178	)	 	 	(1,353	)	
 	 	 	 	 	 	 	
Net amount recognized	 	$	(45,885	)	 	$	(11,110	)	

Funded status of pension plans and SERP (supplemental):	 	 	 	 	 	 	 	 	
Funded status of qualified defined benefit plans and SERP	 	$	(62,921	)	 	$	(7,932	)	
Nonqualified trust assets (cash surrender value of life insurance) recorded in other assets and intended to satisfy the projected benefit obligation of unfunded supplemental employee retirement plans	 	 	33,633	 	 	 	30,715	 	
 	 	 	 	 	 	 	
Net funded status of pension plans and SERP (supplemental)	 	$	(29,288	)	 	$	22,783	 	

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Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
Projected benefit obligations	 	$	174,970	 	 	$	28,729	 	
Accumulated benefit obligations	 	 	165,432	 	 	 	26,910	 	
Fair value of plan assets	 	 	112,049	 	 	 	2,886	 	
The accumulated benefit obligations for all defined benefit pension plans and the SERP were $165,432,000 at January 3, 2009 and $164,094,000 at December 29, 2007.
The following is a summary of net pension and SERP cost recognized by the Company:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
Service cost pertaining to benefits earned during the year	 	$	(4,859	)	 	$	(4,849	)	 	$	(4,940	)	
Interest cost on projected benefit obligations	 	 	(11,413	)	 	 	(11,011	)	 	 	(10,342	)	
Expected return on pension assets	 	 	13,914	 	 	 	14,024	 	 	 	12,844	 	
Net amortization loss	 	 	(3,967	)	 	 	(5,569	)	 	 	(8,743	)	
 	 	 	 	 	 	 	 	 	 	
Net pension cost	 	$	(6,325	)	 	$	(7,405	)	 	$	(11,181	)	
 	 	 	 	 	 	 	 	 	 	
The prior service cost and actuarial loss included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost during 2009 is $441,000 ($287,000, net of tax) and $9,154,000 ($5,950,000, net of tax), respectively. Expense for qualified defined benefit pension plans was $3,601,000 in 2008, $4,707,000 in 2007, and $8,759,000 in 2006.
 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	
Weighted-average assumptions used to determine benefit obligations at fiscal year end:	 	 	 	 	 	 	 	 	
Discount rate	 	 	7.25	%	 	 	6.70	%	
Rate of compensation increase	 	 	3.50	%	 	 	3.50	%	
 	 	 	 	 	 	 	 	 	
Weighted average assumptions used to determine net periodic benefit cost for the years ended:	 	 	 	 	 	 	 	 	
Discount rate	 	 	6.70	%	 	 	6.25	%	
Expected long-term rate of return on plan assets	 	 	8.50	%	 	 	8.75	%	
Rate of compensation increase	 	 	3.50	%	 	 	3.50	%	
Unrecognized net actuarial losses exceeding certain corridors are amortized over a five-year period, unless the minimum amortization method based on average remaining service periods produces a higher amortization. The Company utilizes a bond matching calculation to determine the discount rate. A hypothetical bond portfolio is created based on a presumed purchase of bonds with maturities that match the plan’s expected future cash outflows. The discount rate is the resulting yield of the hypothetical bond portfolio. The discount rate is used in the calculation of the year end pension liability and pension expense for the subsequent year.

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The long-term rate of return is based on overall market expectations for a balanced portfolio with an asset mix similar to the Company’s, utilizing historic returns for broad market and fixed income indices.
 	 	 	 	 	 	 	 	 	
 	 	2008	 	 	2007	 	
Weighted average asset allocations at fiscal year end by asset category are as follows:	 	 	 	 	 	 	 	 	
Equity securities	 	 	65.8	%	 	 	75.4	%	
Fixed income investments	 	 	31.8	%	 	 	20.0	%	
Cash and money market investments	 	 	2.4	%	 	 	4.6	%	
 	 	 	 	 	 	 	
 	 	 	100.0	%	 	 	100.0	%	
 	 	 	 	 	 	 	
The Company’s investment policy for plan assets uses a blended approach of U.S. and foreign equities combined with U.S. fixed income investments. Policy guidelines indicate that total equities should not exceed 80% and fixed income securities should not exceed 50%. Within the equity and fixed income classifications, the investments are diversified.
The Company expects to contribute $26,156,000 to its qualified defined benefit pension plans and $1,988,000 to the SERP in 2009.
Expected benefit payments for the five years subsequent to 2008 and the sum of the five years following those are as follows: 2009 — $10,591,000; 2010 — $10,746,000; 2011 — $11,056,000; 2012 - $11,230,000; 2013 — $11,728,000; and 2014 through 2018 — $66,029,000.
7. Income Taxes
Earnings before income taxes consist of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
United States	 	$	82,604	 	 	$	87,648	 	 	$	84,379	 	
Foreign	 	 	57,980	 	 	 	50,923	 	 	 	37,913	 	
 	 	 	 	 	 	 	 	 	 	
 	 	$	140,584	 	 	$	138,571	 	 	$	122,292	 	
 	 	 	 	 	 	 	 	 	 	
The provisions for income taxes consist of the following:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
Currently payable:	 	 	 	 	 	 	 	 	 	 	 	 	
Federal	 	$	31,221	 	 	$	37,404	 	 	$	35,442	 	
State	 	 	483	 	 	 	977	 	 	 	784	 	
Foreign	 	 	13,102	 	 	 	12,964	 	 	 	10,962	 	
Deferred credit	 	 	(43	)	 	 	(5,660	)	 	 	(8,543	)	
 	 	 	 	 	 	 	 	 	 	
 	 	$	44,763	 	 	$	45,685	 	 	$	38,645	 	
 	 	 	 	 	 	 	 	 	 	
A reconciliation of the Company’s total income tax expense and the amount computed by applying the statutory federal income tax rate of 35% to earnings before income taxes is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
Income taxes at statutory rate	 	$	49,204	 	 	$	48,500	 	 	$	42,850	 	
State income taxes, net of federal income tax	 	 	375	 	 	 	302	 	 	 	349	 	
Nontaxable earnings of foreign affiliates	 	 	(1,555	)	 	 	(2,026	)	 	 	(2,123	)	
Research and development credits	 	 	(875	)	 	 	(877	)	 	 	(481	)	
Foreign earnings taxed at rates differing from the U.S. statutory rate	 	 	(3,352	)	 	 	(1,439	)	 	 	(93	)	
Tax reserve adjustments	 	 	244	 	 	 	670	 	 	 	(1,535	)	
Other	 	 	722	 	 	 	555	 	 	 	(322	)	
 	 	 	 	 	 	 	 	 	 	
 	 	$	44,763	 	 	$	45,685	 	 	$	38,645	 	

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Significant components of the Company’s deferred income tax assets and liabilities as of the end of 2008 and 2007 are as follows:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
Deferred income tax assets:	 	 	 	 	 	 	 	 	
Accounts receivable and inventory valuation allowances	 	$	5,631	 	 	$	6,486	 	
Deferred compensation accruals	 	 	2,825	 	 	 	1,916	 	
Future benefit of foreign net operating losses	 	 	—	 	 	 	254	 	
Accrued pension costs	 	 	24,231	 	 	 	5,268	 	
Other amounts not deductible until paid	 	 	7,153	 	 	 	10,370	 	
 	 	 	 	 	 	 	
Total deferred income tax assets	 	 	39,840	 	 	 	24,294	 	
 	 	 	 	 	 	 	 	 	
Deferred income tax liabilities:	 	 	 	 	 	 	 	 	
Tax depreciation in excess of book depreciation	 	 	(4,484	)	 	 	(4,164	)	
Prepaid pension costs	 	 	(2,173	)	 	 	(2,670	)	
Other	 	 	(1,742	)	 	 	(1,674	)	
 	 	 	 	 	 	 	
Total deferred income tax liabilities	 	 	(8,399	)	 	 	(8,508	)	
 	 	 	 	 	 	 	
Net deferred income tax assets	 	$	31,441	 	 	$	15,786	 	
 	 	 	 	 	 	 	
The Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109 , on the first day of fiscal year 2007, December 31, 2006. Prior to adoption of FIN 48, the Company had unrecognized tax benefits of $1,599,000, net of tax. As a result of the implementation of FIN 48, the Company recognized an increase in the liability for unrecognized tax benefits of $369,000, and a corresponding decrease to the December 31, 2006 balance of retained earnings.
The following table summarizes the activity related to the Company’s unrecognized tax benefits:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
Beginning balance	 	$	2,927	 	 	$	2,415	 	
Increases related to current year tax positions	 	 	244	 	 	 	1,001	 	
Release due to settlements of audits	 	 	—	 	 	 	(489	)	
 	 	 	 	 	 	 	
Ending balance	 	$	3,171	 	 	$	2,927	 	
The Company had unrecognized tax benefits of $2,646,000 as of January 3, 2009, and $2,382,000 as of December 29, 2007, that if recognized currently would reduce the annual effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits through interest expense and income tax expense, respectively. The Company has accrued approximately $140,000 for interest as part of the cumulative effect of implementing the provisions of FIN 48, which was accounted for as a reduction to the December 31, 2006 balance of retained earnings. Net interest accrued related to unrecognized tax benefits was $553,000 as of January 3, 2009 and $282,000 as of December 29, 2007.
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of the audits; however, any payment of tax is not expected to be significant to the consolidated financial statements.
For the majority of tax jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2004.
No provision has been made for U.S. federal and state income taxes or foreign taxes that may result from future remittances of the remaining undistributed earnings of foreign subsidiaries of $235,151,000 at January 3, 2009, as the Company expects such earnings will remain invested overseas indefinitely. At December 29, 2007, undistributed foreign earnings were $177,226,000.

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8. Litigation and Contingencies
The Company is involved in various environmental claims and other legal actions arising in the normal course of business. The environmental claims include sites where the U.S. Environmental Protection Agency has notified the Company that it is a potentially responsible party with respect to environmental remediation. These remediation claims are subject to ongoing environmental impact studies, assessment of remediation alternatives, allocation of costs between responsible parties, and concurrence by regulatory authorities and have not yet advanced to a stage where the Company’s liability is fixed. However, after taking into consideration legal counsel’s evaluation of all actions and claims against the Company, management is currently of the opinion that their outcome will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
The Company is involved in routine litigation incidental to its business and is a party to legal actions and claims, including, but not limited to, those related to employment and intellectual property. Some of the legal proceedings include claims for compensatory as well as punitive damages. While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of the Company’s management that these items will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Pursuant to certain of the Company’s lease agreements, the Company has provided financial guarantees to third parties in the form of indemnification provisions. These provisions require the Company to indemnify and reimburse the third parties for costs, including but not limited to adverse judgments in lawsuits, taxes, and operating costs. The terms of the guarantees are equal to the terms of the related lease agreements. The Company is not able to calculate the maximum potential amount of future payments it could be required to make under these guarantees, as the potential payment is dependent upon the occurrence of future unknown events.
The Company has future minimum royalty obligations due under the terms of certain licenses held by the Company. These minimum future obligations are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2009	 	 	2010	 	 	2011	 	 	2012	 	 	2013	 	
Minimum royalties	 	$	1,328	 	 	$	1,544	 	 	$	1,772	 	 	$	1,825	 	 	$	4,683	 	
Minimum advertising	 	 	2,121	 	 	 	2,208	 	 	 	2,275	 	 	 	2,343	 	 	 	353	 	
Minimum royalties are based on both fixed obligations and assumptions regarding the consumer price index. Royalty obligations in excess of minimum requirements are based upon future sales levels and are not included in the above table. In accordance with these agreements, the Company incurred royalty expense of $3,198,000, $3,456,000, and $3,159,000 for 2008, 2007, and 2006, respectively.
The terms of certain license agreements also require the Company to make advertising expenditures based on the level of sales. In accordance with these agreements, the Company incurred advertising expense of $3,018,000, $3,508,000, and $2,331,000 for 2008, 2007, and 2006, respectively.
9. Business Segments
The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing, and distributing branded footwear, apparel, and accessories to the retail sector, including casual shoes, dress shoes, performance outdoor footwear, boots, uniform shoes, work shoes, slippers, moccasins, and apparel and accessories. Revenue earned by operation of this segment is derived from the sale of branded footwear and apparel to external customers as well as royalty income from the licensing of the Company’s trademarks and brand names to licensees and distributors. The business units comprising the branded footwear, apparel, and licensing segment manufacture or source, market, and distribute products in a similar manner. Branded footwear, apparel, and licensed products are distributed through wholesale channels and under licensing and distributor arrangements.

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The other business units in the following tables consist of the Company’s retail, tannery, and pigskin procurement operations. These other operations do not collectively form a reportable segment because their respective operations are dissimilar. The Company operated 90 retail stores in North America and 21 consumer-direct internet sites at January 3, 2009 that sell Company-manufactured and sourced products, as well as footwear and apparel manufactured by unaffiliated companies. The other business units distribute products through retail and wholesale channels.
The Company measures segment profits as earnings before income taxes. The accounting policies used to determine profitability and total assets of the branded footwear, apparel, and licensing segment and other business units are the same as disclosed in Note 1.
Business segment information is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	
 	 	Branded	 	 	 	 	 	 	 	 	 	 	
 	 	Footwear,	 	 	 	 	 	 	 	 	 	 	
 	 	Apparel,	 	 	Other	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	and Licensing	 	 	Businesses	 	 	Corporate	 	 	Consolidated	 	
Revenue	 	$	1,106,081	 	 	 	114,487	 	 	 	—	 	 	 	1,220,568	 	
Intersegment sales	 	 	47,386	 	 	 	3,542	 	 	 	—	 	 	 	50,928	 	
Interest (income) expense — net	 	 	9,650	 	 	 	1,102	 	 	 	(9,659	)	 	 	1,093	 	
Depreciation expense	 	 	6,823	 	 	 	3,768	 	 	 	7,869	 	 	 	18,460	 	
Earnings (loss) before income taxes	 	 	158,615	 	 	 	3,294	 	 	 	(21,325	)	 	 	140,584	 	
Total assets	 	 	483,041	 	 	 	57,049	 	 	 	124,690	 	 	 	664,780	 	
Additions to property, plant, and equipment	 	 	11,443	 	 	 	4,654	 	 	 	8,029	 	 	 	24,126	 	

 	 	2007	 	
 	 	Branded	 	 	 	 	 	 	 	 	 	 	
 	 	Footwear,	 	 	 	 	 	 	 	 	 	 	
 	 	Apparel,	 	 	Other	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	and Licensing	 	 	Businesses	 	 	Corporate	 	 	Consolidated	 	
Revenue	 	$	1,099,205	 	 	$	99,767	 	 	$	—	 	 	$	1,198,972	 	
Intersegment sales	 	 	45,603	 	 	 	2,616	 	 	 	—	 	 	 	48,219	 	
Interest (income) expense — net	 	 	9,578	 	 	 	1,128	 	 	 	(11,370	)	 	 	(664	)	
Depreciation expense	 	 	9,660	 	 	 	3,621	 	 	 	6,942	 	 	 	20,223	 	
Earnings (loss) before income taxes	 	 	145,686	 	 	 	2,338	 	 	 	(9,453	)	 	 	138,571	 	
Total assets	 	 	491,926	 	 	 	52,018	 	 	 	94,434	 	 	 	638,378	 	
Additions to property, plant, and equipment	 	 	7,313	 	 	 	3,380	 	 	 	7,186	 	 	 	17,879	 	

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 	 	2006	 	
 	 	Branded	 	 	 	 	 	 	 	 	 	 	
 	 	Footwear,	 	 	 	 	 	 	 	 	 	 	
 	 	Apparel,	 	 	Other	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	and Licensing	 	 	Businesses	 	 	Corporate	 	 	Consolidated	 	
Revenue	 	$	1,036,929	 	 	$	104,958	 	 	$	—	 	 	$	1,141,887	 	
Intersegment sales	 	 	38,712	 	 	 	2,798	 	 	 	—	 	 	 	41,510	 	
Interest (income) expense — net	 	 	9,862	 	 	 	1,050	 	 	 	(11,114	)	 	 	(202	)	
Depreciation expense	 	 	9,800	 	 	 	3,859	 	 	 	7,365	 	 	 	21,024	 	
Earnings (loss) before income taxes	 	 	133,463	 	 	 	6,976	 	 	 	(18,147	)	 	 	122,292	 	
Total assets	 	 	439,248	 	 	 	50,040	 	 	 	181,804	 	 	 	671,092	 	
Additions to property, plant, and equipment	 	 	6,943	 	 	 	3,205	 	 	 	6,919	 	 	 	17,067	 	
Geographic information, based on shipping destination, related to revenue from external customers included in the consolidated statements of operations is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	 	2006	 	
United States	 	$	729,826	 	 	$	730,654	 	 	$	721,459	 	
Foreign countries:	 	 	 	 	 	 	 	 	 	 	 	 	
Europe	 	 	243,701	 	 	 	250,428	 	 	 	220,370	 	
Canada	 	 	90,789	 	 	 	86,339	 	 	 	80,289	 	
Other	 	 	156,252	 	 	 	131,551	 	 	 	119,769	 	
 	 	 	 	 	 	 	 	 	 	
Total foreign countries revenue	 	 	490,742	 	 	 	468,318	 	 	 	420,428	 	
 	 	 	 	 	 	 	 	 	 	
 	 	$	1,220,568	 	 	$	1,198,972	 	 	$	1,141,887	 	
 	 	 	 	 	 	 	 	 	 	
The Company’s long-lived assets (primarily property, plant, and equipment and intangible assets) are as follows:
 	 	 	 	 	 	 	 	 	
(Thousands of Dollars)	 	2008	 	 	2007	 	
United States	 	$	139,101	 	 	$	135,756	 	
Foreign countries	 	 	28,523	 	 	 	35,352	 	
 	 	 	 	 	 	 	
 	 	$	167,624	 	 	$	171,108	 	
The Company does not believe that it is dependent upon any single customer because no customer accounts for more than 10% of consolidated revenue.
The Company sources approximately 93% (based on pairs) of its footwear products from unrelated suppliers located primarily in Asia. The remainder is produced in Company-owned manufacturing facilities in the United States and the Dominican Republic. All apparel and accessories are sourced from unrelated suppliers. While changes in suppliers could cause delays in manufacturing and a possible loss of sales, management believes that other suppliers could provide similar products on comparable terms.
Revenue derived from the branded footwear, apparel, and licensing segment accounted for approximately 91% of revenue in 2008, 92% in 2007, and 91% in 2006. No other product groups account for more than 10% of consolidated revenue.
Approximately 11% of the Company’s employees are subject to bargaining unit contracts extending through various dates through 2010.

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10. Quarterly Results of Operations (Unaudited)
The Company reports its quarterly results of operations on the basis of 12-week periods for each of the first three quarters and a 16- or 17-week period for the fourth quarter. The fourth quarter of 2008 includes 17 weeks and the fourth quarter of 2007 includes 16 weeks.
The Company’s unaudited quarterly results of operations are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	
 	 	First	 	 	Second	 	 	Third	 	 	Fourth	 	
(Thousands of Dollars, Except Per Share Data)	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	
Revenue	 	$	288,238	 	 	$	267,362	 	 	$	318,852	 	 	$	346,116	 	
Gross profit	 	 	121,561	 	 	 	102,399	 	 	 	128,730	 	 	 	133,331	 	
Net earnings	 	 	23,701	 	 	 	16,812	 	 	 	31,191	 	 	 	24,117	 	
Net earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.48	 	 	$	0.34	 	 	$	0.64	 	 	$	0.50	 	
Diluted	 	 	0.46	 	 	 	0.33	 	 	 	0.62	 	 	 	0.49	 	

 	 	2007	 	
 	 	First	 	 	Second	 	 	Third	 	 	Fourth	 	
(Thousands of Dollars, Except Per Share Data)	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	
Revenue	 	$	281,052	 	 	$	250,329	 	 	$	310,168	 	 	$	357,423	 	
Gross profit	 	 	114,001	 	 	 	95,528	 	 	 	124,952	 	 	 	137,450	 	
Net earnings	 	 	22,289	 	 	 	15,518	 	 	 	29,483	 	 	 	25,596	 	
Net earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.41	 	 	$	0.29	 	 	$	0.56	 	 	$	0.51	 	
Diluted	 	 	0.39	 	 	 	0.28	 	 	 	0.54	 	 	 	0.49	 	
11. Subsequent Events
On January 7, 2009, the Company’s Board of Directors approved management’s request to implement a strategic restructuring plan. This plan will allow the Company to create significant operating efficiencies, improve its supply chain, and create a stronger global brand platform.
The Company has provided preliminary estimated ranges for expected costs and benefits of the restructuring plan and will provide further disclosure as appropriate. In 2009, the implementation costs to consolidate key manufacturing, distribution and global operations functions are estimated to range from $31,000,000 to $36,000,000.
On January 8, 2009, the Company announced the acquisition of the Cushe® footwear brand, an acquisition that is expected to drive new global opportunities and leverage the strength of the Company’s business model and operating infrastructure.
On January 22, 2009, the Company announced the acquisition of Chaco®, a performance outdoor footwear brand with a unique heritage and strong consumer following.

A-21

Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Wolverine World Wide, Inc.
We have audited the accompanying consolidated balance sheets of Wolverine World Wide, Inc. and subsidiaries as of January 3, 2009 and December 29, 2007, and the related consolidated statements of stockholders’ equity and comprehensive income, operations, and cash flows for each of the three fiscal years in the period ended January 3, 2009. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wolverine World Wide, Inc. and subsidiaries at January 3, 2009 and December 29, 2007, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended January 3, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 6 to the consolidated financial statements, in 2006 and in 2007 the Company changed its method of accounting for defined benefit plans in connection with the required adoption of Statement of Financial Accounting Standards No. 158. As discussed in Note 7 to the consolidated financial statements, in 2007 the Company changed its method of accounting for uncertain tax positions in connection with the required adoption of Financial Accounting Standards Board Interpretation No. 48.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Wolverine World Wide, Inc.’s internal control over financial reporting as of January 3, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2009 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
February 20, 2009

A-22

Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Wolverine World Wide, Inc.
We have audited Wolverine World Wide, Inc. and subsidiaries’ internal control over financial reporting as of January 3, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Wolverine World Wide, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Wolverine World Wide, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 3, 2009, based on the COSO criteria .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Wolverine World Wide, Inc. and subsidiaries as of January 3, 2009 and December 29, 2007, and the related consolidated statements of stockholders’ equity and comprehensive income, operations and cash flows for each of the three fiscal years in the period ended January 3, 2009, and our report dated February 20, 2009 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
February 20, 2009

A-23

Table of Contents
APPENDIX B
Schedule II — Valuation and Qualifying Accounts
Wolverine World Wide, Inc. and Subsidiaries
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Column C	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Additions	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	(2)	 	 	 	 	 	 	 	 	
 	 	Column B	 	 	(1)	 	 	Charged to	 	 	 	 	 	 	Column E	 	
 	 	Balance at	 	 	Charged to	 	 	Other	 	 	Column D	 	 	Balance at	 	
Column A	 	Beginning of	 	 	Costs and	 	 	Accounts	 	 	Deductions	 	 	End of	 	
Description	 	Period	 	 	Expenses	 	 	(Describe)	 	 	(Describe)	 	 	Period	 	
Fiscal year ended January 3, 2009	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	6,866,000	 	 	$	2,266,000	 	 	 	 	 	 	$	749,000	(A)	 	$	8,383,000	 	
Allowance for sales returns	 	 	5,269,000	 	 	 	31,994,000	 	 	 	 	 	 	 	31,952,000	(B)	 	 	5,311,000	 	
Allowance for cash discounts	 	 	1,508,000	 	 	 	14,602,000	 	 	 	 	 	 	 	14,643,000	(C)	 	 	1,467,000	 	
Inventory valuation allowances	 	 	14,902,000	 	 	 	9,806,000	 	 	 	 	 	 	 	15,796,000	(D)	 	 	8,912,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	28,545,000	 	 	$	58,668,000	 	 	 	 	 	 	$	63,140,000	 	 	$	24,073,000	 	

Fiscal year ended December 29, 2007	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	6,324,000	 	 	$	2,169,000	 	 	 	 	 	 	$	1,627,000	(A)	 	$	6,866,000	 	
Allowance for sales returns	 	 	5,322,000	 	 	 	30,363,000	 	 	 	 	 	 	 	30,416,000	(B)	 	 	5,269,000	 	
Allowance for cash discounts	 	 	1,674,000	 	 	 	14,955,000	 	 	 	 	 	 	 	15,121,000	(C)	 	 	1,508,000	 	
Inventory valuation allowances	 	 	10,458,000	 	 	 	6,831,000	 	 	 	 	 	 	 	2,387,000	(D)	 	 	14,902,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	23,778,000	 	 	$	54,318,000	 	 	 	 	 	 	$	49,551,000	 	 	$	28,545,000	 	

Fiscal year ended December 30, 2006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	4,656,000	 	 	$	3,106,000	 	 	 	 	 	 	$	1,438,000	(A)	 	$	6,324,000	 	
Allowance for sales returns	 	 	2,540,000	 	 	 	29,675,000	 	 	 	 	 	 	 	26,893,000	(B)	 	 	5,322,000	 	
Allowance for cash discounts	 	 	1,533,000	 	 	 	14,920,000	 	 	 	 	 	 	 	14,779,000	(C)	 	 	1,674,000	 	
Inventory valuation allowances	 	 	6,456,000	 	 	 	9,954,000	 	 	 	 	 	 	 	5,952,000	(D)	 	 	10,458,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	15,185,000	 	 	$	57,655,000	 	 	 	 	 	 	$	49,062,000	 	 	$	23,778,000	 	

(A)	 	Accounts charged off, net of recoveries.	
 	 	 	
(B)	 	Actual customer returns.	
 	 	 	
(C)	 	Discounts given to customers.	
 	 	 	
(D)	 	Adjustment upon disposal of related inventories.	

 

Table of Contents
EXHIBIT INDEX
 	 	 	 	 	
Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	3.1	 	 	Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	3.2	 	 	Amended and Restated By-laws. Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 15, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	4.1	 	 	The Registrant has other long-term debt instruments outstanding in addition to those described in Exhibit 4.22. The authorized 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.	
 	 	 	 	 	
 	4.2	 	 	Credit Agreement dated as of July 22, 2005, among Wolverine World Wide, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent, Harris, N.A., as Syndication Agent, Comerica Bank, Standard Federal Bank N.A. and National City Bank of the Midwest, as Documentation Agents, and certain other Banks that are parties to the Credit Agreement. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.1	 	 	1993 Stock Incentive Plan, as amended and restated.*	
 	 	 	 	 	
 	10.2	 	 	Amended and Restated 1995 Stock Incentive Plan.*	
 	 	 	 	 	
 	10.3	 	 	Amended and Restated 1997 Stock Incentive Plan.*	
 	 	 	 	 	
 	10.4	 	 	Amended and Restated Stock Incentive Plan of 1999.*	
 	 	 	 	 	
 	10.5	 	 	Amended and Restated Stock Incentive Plan of 2001.*	
 	 	 	 	 	
 	10.6	 	 	Amended and Restated Stock Incentive Plan of 2003.*	
 	 	 	 	 	
 	10.7	 	 	Amended and Restated Stock Incentive Plan of 2005.*	
 	 	 	 	 	
 	10.8	 	 	Amended and Restated Directors’ Stock Option Plan.*	
 	 	 	 	 	
 	10.9	 	 	Amended and Restated Outside Directors’ Deferred Compensation Plan.* Previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.10	 	 	Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).*	
 	 	 	 	 	
 	10.11	 	 	Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan).*	
 	 	 	 	 	
 	10.12	 	 	Amended and Restated Stock Option Loan Program.* Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	

ii 

Table of Contents
 	 	 	 	 	
Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	10.13	 	 	Executive Severance Agreement.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference. A participant schedule of current executive officers who are parties to the agreement is attached as Exhibit 10.13.	
 	 	 	 	 	
 	10.14	 	 	Form of Indemnification Agreement.* The Company has entered into an Indemnification Agreement with each director and executive officer. Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 22, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	10.15	 	 	Amended and Restated Benefit Trust Agreement dated April 25, 2007.* Previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 25, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.16	 	 	Employees’ Pension Plan (Restated as amended through November 30, 2007).* Previously filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	10.17	 	 	Form of Incentive Stock Option Agreement.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.18	 	 	Form of Non-Qualified Stock Option Agreement for Stephen L. Gulis, Blake W. Krueger and Timothy J. O’Donovan.* Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.19	 	 	Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.18 applies.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.20	 	 	Form of Restricted Stock Agreement.* Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 9, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.21	 	 	Form of Incentive Stock Option Agreement.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.22	 	 	Form of Non-Qualified Stock Option Agreement for Stephen L. Gulis, Blake W. Krueger and Timothy J. O’Donovan.* Previously filed as Exhibit 10.2 to the Company’s Current Report of Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.23	 	 	Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.22 applies.* Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.24	 	 	Form of Restricted Stock Agreement.* Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 15, 2006. Here incorporated by reference.	
 	 	 	 	 	
 	10.25	 	 	Form of Stock Option Agreement for non-employee directors.* Previously filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005. Here incorporated by reference.	
 	 	 	 	 	
 	10.26	 	 	2009 Form of Non-Qualified Stock Option Agreement for Donald T. Grimes, Blake W. Krueger, Pamela L. Linton, Michael F. McBreen and James D. Zwiers.*	
 	 	 	 	 	
 	10.27	 	 	2009 Form of Non-Qualified Stock Option Agreement for executive officers other than those to whom Exhibit 10.26 applies.*	
 	 	 	 	 	
 	10.28	 	 	Form of Performance Share Award Agreement.*	
 	 	 	 	 	
 	10.29	 	 	Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of March 13, 2008.* Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 22, 2008. Here incorporated by reference.	

 iii 

Table of Contents
 	 	 	 	 	
Exhibit	 	 	
Number	 	Document	
 	 	 	 	 	
 	10.30	 	 	First Amendment to Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of December 11, 2008.*	
 	 	 	 	 	
 	10.31	 	 	409A Supplemental Executive Retirement Plan.* Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference. A participant schedule of current executive officers who participate in this plan is attached as Exhibit 10.31.	
 	 	 	 	 	
 	10.32	 	 	Form of 409A Supplemental Retirement Plan Participation Agreement with Mr. Krueger.*	
 	 	 	 	 	
 	10.33	 	 	Outside Directors Deferred Compensation Plan.* Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 17, 2008. Here incorporated by reference.	
 	 	 	 	 	
 	10.34	 	 	Separation and Release Agreement between Wolverine World Wide, Inc. and Cheryl L. Johnson.* Previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Here incorporated by reference.	
 	 	 	 	 	
 	21	 	 	Subsidiaries of Registrant.	
 	 	 	 	 	
 	23	 	 	Consent of Ernst & Young LLP.	
 	 	 	 	 	
 	24	 	 	Powers of Attorney.	
 	 	 	 	 	
 	31.1	 	 	Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	 	
 	31.2	 	 	Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	 	
 	32	 	 	Certification pursuant to 18 U.S.C. § 1350.	

*	 	Management contract or compensatory plan or arrangement.	

 iv 

Exhibit 10.1
WOLVERINE WORLD WIDE, INC.
1993 STOCK INCENTIVE PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the 1993 STOCK INCENTIVE PLAN (the “Plan”) for its corporate, divisional, and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions, and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership, and to attract and retain officers and key employees of exceptional ability. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning is plainly required by the context:
2. 1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control” means (a) the sale, lease, exchange, or other transfer of substantially all of the Company’s assets (in one transaction or in a series of related transactions) to, or the merger or consolidation of the Company with, a corporation that is not controlled by the Company; or (b) a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation l4A promulgated under the Act: provided that , without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act), other than a Subsidiary or any employee benefit plan of the Company or a Subsidiary or any entity holding Common Stock pursuant to the terms of any such employee benefit plan, is or becomes the beneficial owner (as defined in Rule l3(d)-3 under the Act), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of the period.

 

 
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least two members of the Board, and all of its members shall be “disinterested persons” as defined in Rule 16b-3 under the Act.
2.6 “Common Stock” means the Common Stock of the Company, par value $1 per share.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.9 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.10 “Participant” means a corporate officer, divisional officer, or other key employee of the Company, its divisions, or its Subsidiaries who the Committee determines is eligible to participate in the Plan and who is designated to be granted an Incentive Award under the Plan.
2. 11 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.12 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.13 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained 60 years of age, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.14 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.15 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.

2

 
2.16 “Subsidiary” means any corporation or other entity of which fifty percent (50%) or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan, shall have full power and authority to interpret the provisions of the Plan, and shall have full power and authority to supervise the administration of the Plan. All determinations, interpretations, and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it deems advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee, and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it deems advisable. The members of the Committee shall not be paid any additional fees for their services.
3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable, and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.2 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award or (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such grant of new Incentive Awards shall be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant.

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3.4 Indemnification of Committee Members. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability, or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.
SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in subsection 4.2 of the Plan, a maximum of 350,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.2) shall be available for Incentive Awards under the Plan. Such shares shall be authorized and may be either unissued or treasury shares.
4.2 Adjustments. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, exchange of shares, or any other change in the corporate structure or shares of the Company, the number and kind of securities subject to and reserved under the Plan, together with applicable exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to the Plan, and any fractional shares resulting from adjustments shall be eliminated from the respective Incentive Awards, with an appropriate cash adjustment for the value of any Incentive Awards eliminated. If an Incentive Award is cancelled, surrendered, modified, exchanged for a substitute Incentive Award, or expires or terminates during the term of the Plan but prior to the exercise or vesting of the Incentive Award in full, the shares subject to but not delivered under such Incentive Award shall be available for other Incentive Awards.
SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. The Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code.

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5.2 Stock Option Agreements. Stock Options shall be evidenced by Stock Option agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a Stock Option agreement provides otherwise, Stock Options shall be subject to the terms and conditions set forth in this Section.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee; provided, however, that the per share Stock Option price shall be equal to or greater than one hundred percent (100%) of the Market Value on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option, but such amendment shall not reduce the Stock Option price. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a promissory note or installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
5.5 Stock Options Granted to Ten Percent Stockholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424(d) of the Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least one hundred ten percent (110%) of the Market Value of the Common Stock and the exercise of the Stock Option after the expiration of five years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Stock Options shall be exercisable for such periods as may be fixed by the Committee, not to exceed 10 years from the date of grant. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions. No Stock Option issued to officers and employees subject to Section 16 of the Act shall be exercisable during the first six months of its term.

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5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or unless the Stock Option agreement or grant provide otherwise: (i) no Stock Options granted under the Plan may be sold, exchanged, transferred, pledged, assigned, or other wise alienated or hypothecated except by will or the laws of descent and distribution; and (ii) all Stock Options granted to a Participant shall be exercisable during the Participant’s lifetime only by such Participant, his guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status.
(a) General. If a Participant ceases to be employed by or an officer of the Company or one of its Subsidiaries for any reason other than the Participant’s death, disability, Retirement, or termination for cause, the Participant may exercise his Stock Options only for a period of three months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise. For purposes of the Plan, the following shall not be deemed a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; or (iv) a termination of employment with continued service as an officer.
(b) Death. If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option under the Plan, the Stock Option issued to such Participant shall be exercisable by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of death or termination of employment, whichever first occurred, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise.
(c) Disability. If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant’s disability, the Participant may exercise a Stock Option for a period of one year following such termination of employment, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of such event, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise.

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(d) Participant Retirement. If a Participant Retires as an employee or officer of the Company or one of its Subsidiaries, any Stock Option granted under the Plan may be exercised during the remaining term of the Stock Option, unless the terms of the Stock Option agreement or grant provide otherwise.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Option previously granted.
SECTION 6
Restricted Stock
6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it deems appropriate.
6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by Restricted Stock agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a Restricted Stock agreement provides otherwise, Restricted Stock Awards shall be subject to the terms and conditions set forth in this Section 6.
6.3 Termination of Employment or Officer Status.
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement, or termination for cause, then any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company; provided, however, that in the event of a voluntary or involuntary termination of the employment or officer status of a Participant by the Company, 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. For purposes of the Plan, the following shall not be deemed a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; and (iv) a termination of employment with continued service as an officer.

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(b) Death, Retirement Disability. Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement or grant provide otherwise, in the event a Participant terminates his employment with the Company because of death, disability, or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months that have elapsed since the date of grant divided by the maximum number of full months of the Restricted Period. All remaining shares shall be forfeited and returned to the Company; 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 the death, disability, or Retirement of the Participant.
(c) Termination for Cause. If a Participant’s employment is terminated for cause, the Participant shall have no further right to exercise or 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 the Company.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. 1993 Stock Incentive Plan (the “Plan”). A copy of the Plan is on file in the office of the Secretary of the Company. This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement, and that provides for forfeiture upon certain events.
6.6 Representations and Warranties. A Participant who is awarded Restricted Stock shall represent and warrant that the Participant is acquiring the Restricted Stock for the Participant’s own account and investment and without any intention to resell or redistribute the Restricted Stock. The Participant shall agree not to resell or distribute such Restricted Stock after the Restricted Period except upon such conditions as the Company may reasonably specify to ensure compliance with federal and state securities laws.

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6.7 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation, and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock;  provided, however , that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to subsections 6. 1 and 6.4 of the Plan. Unless the Committee otherwise determines or unless the terms of the Restricted Stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 7
Stock Awards
7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan in lieu of, or as payment for, the rights of a Participant under any other compensation plan, policy, or program of the Company or its Subsidiaries. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
7.2 Rights as a Stockholder. A Participant shall have all voting, dividend. liquidation, and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Awards; provided, however, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it deems appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and nonforfeitable.

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8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.
8.3 Limitation on Change in Control Payments. Notwithstanding anything in subsection 8.1 or 8.2 to the contrary, if, with respect to a Participant, the acceleration of the vesting of an Incentive Award as provided in subsection 8.1 or the payment of cash in exchange for all or part of a Stock Option as provided in subsection 8.2 (which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments to such Participant pursuant to subsection 8.1 or 8.2 shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code.
SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan, and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise, or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or by delivery to the Company of previously owned Common Stock. The Company may establish such rules and procedures concerning timing of any withholding election as it deems appropriate to comply with Rule 16b-3 under the Act.

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9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules, and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.
9.6 Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.
9.7 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company, provided that without stockholder approval no such amendment may: (a) materially increase either the benefits to Participants under the Plan or the number of shares that may be issued under the Plan; (b) materially modify the eligibility requirements; or (c) impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award, and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment, or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect April 27, 1993, subject to approval by the stockholders at the 1993 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, the Plan shall terminate on April 26, 2003. No Incentive Award shall be granted under the Plan after such date.
As amended October 9, 2008.

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Exhibit 10.2
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
1995 STOCK INCENTIVE PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the 1995 STOCK INCENTIVE PLAN (the “Plan”) for its corporate, divisional, and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions, and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership, and to attract and retain officers and key employees of exceptional ability. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning is plainly required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control” means (i) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (ii) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Act) of twenty percent (20%) or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (iii) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.
2.4 “Code” means the Internal Revenue code of 1986, as amended.

 

 
2.5 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least two members of the Board, and all of its members shall be “disinterested persons” as defined in Rule 16b-3 under the Act.
2.6 “Common Stock” means the Common Stock of the Company, par value $1 per share.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of two-thirds (2/3) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.10 “Excluded Holder” means (A) any Person who at the time this Plan was adopted was the beneficial owner of twenty percent (20%) or more of the outstanding Common Stock or (B) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.13 “Participant” means a corporate officer, divisional officer, or any key employee of the Company, its divisions, or its Subsidiaries who the Committee determines is eligible to participate in the Plan and who is designated to be granted an Incentive Award under the Plan.

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2.14 “Permitted Successor” means a corporation which, immediately following the consummation of a transaction specified in clauses (iii) and (iv) of the definition of “Change in Control” above, satisfies each of the following criteria: (A) sixty percent (60%) or more of the outstanding common stock of the corporation and the combined voting power of the outstanding securities of the corporation entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction, (B) no Person other than an Excluded Holder beneficially owns, directly or indirectly, twenty percent (20%) or more of the outstanding common stock of the corporation or the combined voting power of the outstanding securities of the corporation entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the corporation, any Subsidiary of the corporation and any Employee Benefit Plan of the corporation or any such Subsidiary or any trust holding common stock or other securities of the corporation pursuant to the terms of any such Employee Benefit Plan), and (C) at least a majority of the board of directors is comprised of Continuing Directors.
2.15 “Person” has the same meaning as set forth in Section 13(d) and 14(d)(2) of the Act.
2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.18 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained 60 years of age, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.21 “Subsidiary” means any corporation or other entity of which fifty percent (50%) or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.

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SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan, and shall have full power and authority to supervise the administration of the Plan and Incentive Awards granted under the Plan. All determinations, interpretations, and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it deems advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee, and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it deems advisable. The members of the Committee shall not be paid any additional fees for their services.
3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable, and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.2 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award; or (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such grant of new Incentive Awards shall be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant.

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3.4 Indemnification of Committee Members. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability, or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.
SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in subsection 4.2 of the Plan, a maximum of 500,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.2) shall be available for Incentive Awards under the Plan. Such shares shall be authorized and may be either unissued or treasury shares.
4.2 Adjustments. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, exchange of shares, or any other change in the corporate structure or shares of the Company, the number and kind of securities subject to and reserved under the Plan, together with applicable exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to the Plan, and any fractional shares resulting from adjustments shall be eliminated from the respective Incentive Awards, with an appropriate cash adjustment for the value of any Incentive Awards eliminated. If an Incentive Award is cancelled, surrendered, modified, exchanged for a substitute Incentive Award, or expires or terminates during the term of the Plan but prior to the exercise or vesting of the Incentive Award in full, the shares subject to but not delivered under such Incentive Award shall be available for other Incentive Awards.
SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. The Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code.

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5.2 Stock Option Agreements. Stock Options shall be evidenced by Stock Option agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. To the extent not covered by the Stock Option agreement, the terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee; provided, however, that the per share Stock Option price shall be equal to or greater than one hundred percent (100%) of the Market Value on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
5.5 Stock Options Granted to Ten Percent Stockholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424 (d) of the Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least one hundred ten percent (110%) of the Market Value of the Common Stock and the exercise of the Stock Option after the expiration of five years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Stock Options shall be exercisable for such periods as may be fixed by the Committee, not to exceed 10 years from the date of grant. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions. No Stock Option issued to officers and employees subject to Section 16 of the Act shall be exercisable during the first six months of its term.

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5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents (before or after the option grant) or unless the Stock Option agreement or grant provide otherwise; (i) no Stock Options granted under the Plan may be sold, exchanged, transferred, pledged, assigned, or otherwise alienated or hypothecated except by will or the laws of descent and distribution; and (ii) all Stock Options granted to a Participant shall be exercisable during the Participant’s lifetime only by such Participant, his guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status.
(a) General. If a Participant ceases to be employed by or an officer of the Company or one of its Subsidiaries for any reason other than the Participant’s death, disability, Retirement, or termination for cause, the Participant may exercise his Stock Options only for a period of three months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise. For purposes of the Plan, the following shall not be deemed a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; or (iv) a termination of employment with continued service as an officer.
(b) Death. If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option under the Plan, the Stock Option issued to such Participant shall be exercisable by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of death or termination of employment, whichever first occurred, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise.
(c) Disability. If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant’s disability, the Participant may exercise a Stock Option for a period of one year following such termination of employment, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of such event, unless the Committee otherwise consents or the terms of the Stock Option agreement or grant provide otherwise.

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(d) Participant Retirement. If a Participant Retires as an employee or officer of the Company or one of its Subsidiaries, any Stock Option granted under the Plan may be exercised during the remaining term of the Stock Option, unless the terms of the Stock Option agreement or grant provide otherwise.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Option previously granted, unless the committee and the Board determine otherwise.
SECTION 6
Restricted Stock
6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it deems appropriate.
6.2 Termination of Employment or Officer Status.
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement, or termination for cause, then any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company; PROVIDED, HOWEVER, that in the event of a voluntary or involuntary termination of the employment or officer status of a Participant by the Company, 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. For purposes of the Plan, the following shall not be deemed a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; and (iv) a termination of employment with continued service as an officer.
(b) Death, Retirement, or Disability. Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement or grant provide otherwise, in the event a Participant terminates his employment with the Company because of death, disability, or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months that have elapsed since the date of gant divided by the maximum number of full months of the Restricted Period. All remaining shares shall be forfeited and returned to the Company; 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 the death, disability, or Retirement of the Participant.

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(c) Termination for Cause. If a Participant’s employment is terminated for cause, the Participant shall have no further right to exercise or 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 the Company, unless the Committee and the Board determine otherwise.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his guardian, or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. 1995 Stock Incentive Plan (the “Plan”). A copy of the Plan is on file in the office of the Secretary of the Company. This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement, and that provides for forfeiture upon certain events.
6.6 Representations and Warranties. A Participant who is awarded Restricted Stock shall represent and warrant that the Participant is acquiring the Restricted Stock for the Participant’s own account and investment and without any intention to resell or redistribute the Restricted Stock. The Participant shall agree not to resell or distribute such Restricted Stock after the Restricted Period except upon such conditions as the Company may reasonably specify to ensure compliance with federal and state securities laws.

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6.7 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation, and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock; PROVIDED, HOWEVER, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to subsections 6.1 and 6.4 of the Plan. Unless the Committee otherwise determines or unless the terms of the Restricted Stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 7
Stock Awards
7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan in lieu of, or as payment for, the rights of a Participant under any other compensation plan, policy, or program of the Company or its Subsidiaries. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
7.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation, and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Awards; provided, however, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it deems appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and nonforfeitable.

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8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.
SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan, and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise, or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or by delivery to the Company of previously owned Common Stock. The Company may establish such rules and procedures concerning timing of any withholding election as it deems appropriate to comply with Rule l6b-3 under the Act.
9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules, and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration, or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

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9.4 Limit on Plan Awards. No Participant shall be eligible to receive Incentive Awards under the Plan which in the aggregate represent more than 25% of the total shares available for Incentive Awards granted under the Plan.
9.5 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.6 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.
9.7 Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.
9.8 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company, provided that without stockholder approval no such amendment may: (a) materially increase either the benefits to Participants under the Plan or the number of shares that may be issued under the Plan; (b) materially modify the eligibility requirements; or (c) impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award, and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment, or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect April 19, 1995, subject to approval by the stockholders at the 1995 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, the Plan shall terminate on April 18, 2005. No Incentive Award shall be granted under the Plan after such date.
As amended October 9, 2008.

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Exhibit 10.3
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the 1997 STOCK INCENTIVE PLAN (the “Plan”) for its corporate, divisional and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership and to attract and retain officers and key employees of exceptional abilities. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives. Within that context, the Plan is intended to provide performance-based compensation under Section 162 (m) of the Code and shall be interpreted, administered and amended if necessary to achieve that purpose.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning is plainly required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control” means (a) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule l3d-3 issued under the Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least two members of the Board and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.

 

 
2.6 “Common Stock” means the Common Stock of the Company, $1 par value.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-1 I of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.13 “Participant” means a corporate officer, divisional officer or any key employee of the Company, its divisions or its Subsidiaries is granted an Incentive Award under the Plan.
2.14 “Permitted Successor” means a company which, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of “Change in Control” above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors is comprised of Continuing Directors.

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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.
2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.18 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained 60 years of age, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.21 “Subsidiary” means any company or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be employees of the Company and its Subsidiaries. Except as limited in this Plan or as may be necessary to assure that this Plan provides performance-based compensation under Section 162(m) of the Code, the Committee shall have all of the express and implied powers and duties set forth in this Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to supervise the administration of the Plan and Incentive Awards granted under the Plan and to make all other determinations considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it deems advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it deems advisable.

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3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and, subject to the limitation set forth in Section 4.2 of the Plan, extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.3 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award; and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such new grant of Incentive Awards will be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant.
3.4 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, a maximum of 1,000,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.3) shall be available for Incentive Awards under the Plan. Such shares shall be authorized and may be either unissued or treasury shares.
4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 25% of the total number of shares of Common Stock available for Incentive Awards under the Plan set forth in Section 4.1 of the Plan, subject to adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to ensure that the Plan provides performance-based compensation under Section 162(m) of the Code and this Section 4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.
4.3 Adjustments. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, exchange of shares or any other change in the corporate structure or shares of the Company, the number and kind of securities subject to and reserved under the Plan, together with applicable exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from adjustments shall be eliminated from the respective Incentive Awards. If an Incentive Award is canceled, surrendered, modified, exchanged for a substitute Incentive Award or expires or terminates during the term of the Plan but prior to the exercise or vesting of the Incentive Award in full, the shares subject to but not delivered under such Incentive Award shall be available for other Incentive Awards. If shares subject to and otherwise deliverable upon the exercise of an Incentive Award are surrendered to the Company in connection with the exercise or vesting of an Incentive Award, the surrendered shares subject to the Incentive Award shall be available for other Incentive Awards.
SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The Committee, in its discretion and except as otherwise limited by the Plan, may provide in the initial grant of a Stock Option for the subsequent automatic grant of additional Stock Options for the number of shares, if any, that are subject to the initial Stock Option and surrendered to the Company in connection with the exercise of the initial or any subsequently granted Stock Option. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. The Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code.

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5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. To the extent not covered by the stock option agreement, the terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee; provided, that the per share Stock Option price shall be equal to or greater than 100% of the Market Value on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
5.5 Stock Options Granted to Ten Percent Stockholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of the Common Stock and the exercise of the Stock Option after the expiration of 5 years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Stock Options shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.
5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents (before or after the option grant) or unless the stock option agreement or grant provides otherwise; (i) no incentive stock option granted under the Plan may be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution; and (ii) all Stock Options that are not incentive stock options may be transferred; provided, that as a condition to any such transfer the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state or local withholding or other taxes associated with or resulting from the exercise of a Stock Option. All provisions of a Stock Option which are determined with reference to the Participant, including without limitation those which refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.

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(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status.
(a) General. If a Participant ceases to be employed by or an officer of the Company or one of its Subsidiaries for any reason other than the Participant’s death, disability, Retirement or termination for cause, the Participant may exercise his or her Stock Options only for a period of 3 months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination, unless the Committee otherwise consents or the terms of the stock option agreement or grant provide otherwise. For purposes of the Plan, the following shall not be deemed a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; or (iv) a termination of employment with continued service as an officer.
(b) Death. If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option under the Plan, the Stock Option issued to such Participant shall be exercisable by the personal representative of such Participant or other successor to the interest of the Participant for 1 year after the Participant’s death, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of death or termination of employment, whichever first occurred, unless the Committee otherwise consents or the terms of the stock option agreement or grant provide otherwise.
(c) Disability. If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant’s disability, the Participant may exercise a Stock Option for a period of 1 year following such termination of employment, but only to the extent that the Participant was entitled to exercise the Stock Option on the date of such event, unless the Committee otherwise consents or the terms of the stock option agreement or grant provide otherwise.
(d) Participant Retirement. If a Participant Retires as an employee or officer of the Company or one of its Subsidiaries, any Stock Option granted under the Plan may be exercised during the remaining term of the Stock Option, unless the terms of the stock option agreement or grant provide otherwise.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Option previously granted, unless the Committee and the Board determine otherwise.

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SECTION 6
Restricted Stock
6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it deems appropriate. The Committee may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Common Stock so retained have been satisfied or lapsed.
6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by restricted stock agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a restricted stock agreement provides otherwise, Restricted Stock awards shall be subject to the terms and conditions set forth in this Section 6.
6.3 Termination of Employment or Officer Status.
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement or termination for cause, then any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company; provided, that in the event of a voluntary or involuntary termination of the employment or officer status of a Participant by the Company, 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. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly authorized in writing by the Company, provided that the employee’s right to reemployment is guaranteed either by statute or contract; and (iv) a termination of employment with continued service as an officer.
(b) Death, Retirement or Disability. Unless the Committee otherwise consents or unless the terms of the restricted stock agreement or grant provide otherwise, in the event a Participant terminates his or her employment with the Company because of death, disability or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months that have elapsed since the date of grant divided by the total number of full months in the Restricted Period. All remaining shares shall be forfeited and returned to the Company; provided, 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 the death, disability or Retirement of the Participant.

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(c) Termination for Cause. If a Participant’s employment is terminated for cause, the Participant shall have no further right to exercise or 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 the Company, unless the Committee and the Board determine otherwise.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his or her guardian or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. 1997 Stock Incentive Plan (the “Plan”). A copy of the Plan is on file in the office of the Secretary of the Company. This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events.
6.6 Representations and Warranties. A Participant who is awarded Restricted Stock shall represent and warrant that the Participant is acquiring the Restricted Stock for the Participant’s own account and investment and without any intention to resell or redistribute the Restricted Stock. The Participant shall agree not to resell or distribute such Restricted Stock after the Restricted Period except upon such conditions as the Company may reasonably specify to ensure compliance with federal and state securities laws.
6.7 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 6.1, 6.3 and 6.4 of the Plan. Unless the Committee otherwise determines or unless the terms of the restricted stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.

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SECTION 7
Stock Awards
7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan in lieu of, or as payment for, the rights of a Participant under any other compensation plan, policy or program of the Company or its Subsidiaries. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
7.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Awards; provided, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it deems appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board: (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and exercisable and nonforfeitable.
8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.

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SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or by delivery to the Company of previously owned Common Stock.
9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.

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9.6 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
9.7 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company, provided that no such amendment may impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award, and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect April 16, 1997, subject to approval by the stockholders at the 1997 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under the Plan after April 15, 2007.
As amended October 9, 2008.

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Exhibit 10.4
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN OF 1999
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 1999 (the “Plan”) for its corporate, divisional and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions and its Subsidiaries with an increased incentive to contribute to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership and to attract and retain officers and key employees. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives. Within that context, the Plan is intended to provide performance-based compensation under Section 162(m) of the Code and shall be interpreted, administered and amended if necessary to achieve that purpose.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning plainly is required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control” unless otherwise defined in an Incentive Award, means (a) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule l3d-3 issued under the Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board. The Committee shall consist of at least 2 members of the Board and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.

 

 
2.6 “Common Stock” means the Common Stock, $1 par value, of the Company.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.13 “Participant” means a corporate officer, divisional officer or any key employee of the Company, its divisions or its Subsidiaries who is granted an Incentive Award under the Plan.
2.14 “Permitted Successor” means a company that, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of “Change in Control” above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors of the company is comprised of Continuing Directors.

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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.
2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.18 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained 60 years of age, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.21 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by 1 or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be officers or employees of the Company or its Subsidiaries. Except as limited in this Plan or as may be necessary to ensure that this Plan provides performance-based compensation under Section 162(m) of the Code, the Committee shall have all of the express and implied powers and duties set forth in the Bylaws of the Company and this Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to supervise the administration of the Plan and Incentive Awards granted under the Plan and to make all other determinations considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it considers advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it considers advisable.

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3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may consider necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and, subject to the limitation set forth in Section 4.2 of the Plan, extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.3 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate, waive or modify any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such grant of new Incentive Awards will be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant; provided further, that Incentive Awards issued under the Plan may not be repriced, replaced, regranted through cancellation or modified without stockholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of then outstanding Incentive Awards to the same Participants.
3.4 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, the total number of shares of Common Stock available for Incentive Awards under the Plan shall be 2,000,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.3); plus shares subject to Incentive Awards that are canceled, surrendered, modified, exchanged for substitute Incentive Awards or expire or terminate prior to the exercise or vesting of the Incentive Award in full and shares that are surrendered to the Company in connection with the exercise or vesting of an Incentive Award, whether previously owned or otherwise subject to such Incentive Award. Such shares shall be authorized and may be either unissued or treasury shares or shares repurchased by the Company, including shares purchased on the open market.
4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 25% of the total number of shares of Common Stock available for Incentive Awards under the Plan set forth in Section 4.1 of the Plan, subject to adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to ensure that the Plan provides performance-based compensation under Section 162(m) of the Code and this Section 4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.
4.3 Adjustments.
(a) Stock Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the number and kind of securities subject to Incentive Awards and reserved for issuance under the Plan, together with applicable exercise prices, as well as the number of shares available for issuance under the Plan, shall be adjusted appropriately. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from such adjustments shall be eliminated from the respective Incentive Awards.
(b) Other Actions Affecting Common Stock. If there occurs, other than as described in the preceding subsection, any merger, business combination, recapitalization, reclassification, subdivision or combination approved by the Board that would result in the Persons who were stockholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or property) immediately after the effective time of such transaction, then the outstanding Incentive Awards and reserves for Incentive Awards under this Plan shall be adjusted in such manner and at such time as shall be equitable under the circumstances. It is intended that in the event of any such transaction, Incentive Awards under this Plan shall entitle the holder of each Incentive Award to receive (upon exercise in the case of Stock Options), in lieu of or in addition to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such transaction; upon any such adjustment, holders of Incentive Awards under this Plan shall have only the right to receive in lieu of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment. If the agreement, resolution or other document approved by the Board to effect any such transaction provides for the adjustment of Incentive Awards under the Plan in connection with such transaction, then the adjustment provisions contained in such agreement, resolution or other document shall be final and conclusive.

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SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The Committee, in its discretion and except as otherwise limited by the Plan, may provide in the initial grant of a Stock Option or other Incentive Award for the subsequent automatic grant of additional Stock Options for the number of shares, if any, that are subject to the initial Stock Option or other Incentive Award and surrendered to the Company in connection with the exercise or vesting of the initial or any subsequently granted Stock Option or other Incentive Award. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. Subject to the limitation imposed by Section 4.2 of the Plan, the Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code; provided, that the number of shares of Common Stock that may be designated as subject to incentive stock options for any given Participant shall be limited to that number of shares that become exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Subsidiaries) and have an aggregate Market Value less than or equal to $100,000 (or such other amount as may be set forth in the Code) and all shares subject to an Incentive Award that have a Market Value in excess of such aggregate amount shall automatically be subject to Stock Options that are not incentive stock options.
5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option agreements and/or certificates of award containing the terms and conditions applicable to such Stock Options. To the extent not covered by the stock option agreement, the terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee; provided, that the per share Stock Option price shall be equal to or greater than 100% of the Market Value on the date of grant.

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5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents or provides in the applicable stock option agreement or grant, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise of that or any other Incentive Award) or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
5.5 Stock Options Granted to 10% Stockholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424 (d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of the Common Stock and the exercise of the Stock Option after the expiration of 5 years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Except as set forth in Section 5.5, Stock Options shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.
5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution, and, as a condition to any transfer permitted by the Committee or the terms of the stock option agreement or grant, the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state or local withholding or other taxes associated with or resulting from the exercise of a Stock Option. All provisions of a Stock Option that are determined with reference to the Participant, including without limitation those that refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.

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5.8 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise:
(a) General. If a Participant ceases to be employed by or an officer of the Company or one of its Subsidiaries for any reason other than the Participant’s death, disability, Retirement or termination for cause, the Participant may exercise his or her Stock Options in accordance with their terms for a period of 3 months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death. If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option, the Stock Options issued to such Participant shall be exercisable in accordance with their terms by the personal representative of such Participant or other successor to the interest of the Participant for 1 year after the Participant’s death, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of death or termination of employment, whichever first occurred, and not beyond the original terms of the Stock Options.
(c) Disability. If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant’s disability, the Participant may exercise his or her Stock Options in accordance with their terms for 1 year following such termination of employment, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of such event and not beyond the original terms of the Stock Options.
(d) Participant Retirement. If a Participant Retires as an employee or officer of the Company or one of its Subsidiaries, Stock Options granted under the Plan may be exercised in accordance with their terms during the remaining terms of the Stock Options.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Options previously granted. The Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.

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SECTION 6
Restricted Stock
6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it considers appropriate. The Committee may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Common Stock so retained have been satisfied or lapsed.
6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by restricted stock agreements or certificates of award containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a restricted stock agreement or certificate provides otherwise, Restricted Stock awards shall be subject to the terms and conditions set forth in this Section 6.
6.3 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the grant of Restricted Stock) or unless the restricted stock agreement or grant provides otherwise:
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement or termination for cause, any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; and (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death, Retirement or Disability. In the event a Participant terminates his or her employment with the Company because of death, disability or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months that have elapsed since the date of grant divided by the total number of full months in the Restricted Period. All remaining shares shall be forfeited and returned to the Company; provided, 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 the death, disability or Retirement of the Participant.

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(c) Termination for Cause. If a Participant’s employment is terminated for cause, the Participant shall have no further right to exercise or 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 the Company. The Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits or unless the terms of the restricted stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his or her guardian or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee considers advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. Stock Incentive Plan of 1999 (the “Plan”). This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary of the Company.
6.6 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 6.1, 6.3 and 6.4 of the Plan. Unless the Committee otherwise determines or unless the terms of the restricted stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.

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SECTION 7
Stock Awards
7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
7.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Award; provided, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it considers appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to 1 or more Incentive Awards, without action by the Committee or the Board: (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and exercisable and nonforfeitable.
8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.

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SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or vesting of an Incentive Award or by delivery to the Company of previously owned Common Stock.
9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.
9.6 Suspension of Rights under Incentive Awards. The Company, by written notice to a Participant, may suspend a Participant’s and any transferee’s rights under any Incentive Award for a period not to exceed 30 days while the termination for cause of that Participant’s employment with the Company and its Subsidiaries is under consideration.

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9.7 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
9.8 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time or may from time to time amend the Plan as it considers proper and in the best interests of the Company, provided that no such amendment may impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect February 24, 1999, subject to approval by the stockholders at the 1999 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under the Plan after February 24, 2009.
As amended October 9, 2008.

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Exhibit 10.5
WOLVERINE WORLD WIDE, INC.
STOCK INCENTIVE PLAN OF 2001
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 2001 (the “Plan”) for its corporate, divisional and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions and its Subsidiaries with an increased incentive to contribute to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership and to attract and retain officers and key employees. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives. Within that context, it is intended that most awards of Stock Options under the Plan are to provide performance-based compensation under Section 162(m) of the Code and the Plan shall be interpreted, administered and amended if necessary to achieve that purpose.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning plainly is required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control,” unless otherwise defined in an Incentive Award, means (a) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board. The Committee shall consist of at least 2 members of the Board and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.

 

 
2.6 “Common Stock” means the Common Stock, $1 par value, of the Company.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened solicitation subject to Rule 14a-12(c) of Regulation 14A issued under the Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.13 “Participant” means a corporate officer, divisional officer or any key employee of the Company, its divisions or its Subsidiaries who is granted an Incentive Award under the Plan.
2.14 “Permitted Successor” means a company that, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of “Change in Control” above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors of the company is comprised of Continuing Directors.

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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.
2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.18 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained 55 years of age, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.21 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be officers or employees of the Company or its Subsidiaries. Except as limited in this Plan or as may be necessary to ensure that this Plan provides performance-based compensation under Section 162(m) of the Code, the Committee shall have all of the express and implied powers and duties set forth in the Bylaws of the Company and this Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to supervise the administration of the Plan and Incentive Award granted under the Plan and to make all other determinations considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it considers advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it considers advisable.

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3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may consider necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and, subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.3 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate, waive or modify any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award; and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such grant of new Incentive Awards will be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant; provided further, that Incentive Awards issued under the Plan may not be repriced, replaced, regranted through cancellation or modified without stockholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of then outstanding Incentive Awards to the same Participants.
3.4 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, the total number of shares of Common Stock available for Incentive Awards under the Plan shall be 2,000,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.3); plus shares subject to Incentive Awards that are canceled, surrendered, modified, exchanged for substitute Incentive Awards or expire or terminate prior to the exercise or vesting of the Incentive Award in full and shares that are surrendered to the Company in connection with the exercise or vesting of an Incentive Award, whether previously owned or otherwise subject to such Incentive Award; provided, that not more than 40% of the shares authorized for issuance under the Plan pursuant to this Section 4.1 may be issued as Restricted Stock or Stock Awards, combined. Such shares shall be authorized and may be either unissued or treasury shares or shares repurchased by the Company, including shares purchased on the open market.
4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 25% of the total number of shares of Common Stock available for Incentive Awards under the Plan set forth in Section 4.1 of the Plan for the Plan Year that includes the greatest number of days contained in such calendar year, subject to adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to ensure that the Plan may provide performance-based compensation under Section 162(m) of the Code and this Section 4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.
4.3 Adjustments.
(a) Stock Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the number and kind of securities subject to Incentive Awards and reserved for issuance under the Plan, together with applicable exercise prices, as well as the number of shares available for issuance under the Plan, shall be adjusted appropriately. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from such adjustments shall be eliminated from the respective Incentive Awards.
(b) Other Actions Affecting Common Stock. If there occurs, other than as described in the preceding subsection, any merger, business combination, recapitalization, reclassification, subdivision or combination approved by the Board that would result in the Persons who were stockholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or property) immediately after the effective time of such transaction, then the outstanding Incentive Awards (including exercise prices) and reserves for Incentive Awards under this Plan shall be adjusted in such manner and at such time as shall be equitable under the circumstances. It is intended that in the event of any such transaction, Incentive Awards under this Plan shall entitle the holder of each Incentive Award to receive (upon exercise in the case of Stock Options), in lieu of or in addition to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such transaction; upon any such adjustment, holders of Incentive Awards under this Plan shall have only the right to receive in lieu of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment. If the agreement, resolution or other document approved by the Board to effect any such transaction provides for the adjustment of Incentive Awards under the Plan in connection with such transaction, then the adjustment provisions contained in such agreement, resolution or other document shall be final and conclusive.

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SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The Committee, in its discretion and except as otherwise limited by the Plan, may provide in the initial grant of a Stock Option or other Incentive Award for the subsequent automatic grant of additional Stock Options for the number of shares, if any, that are surrendered to the Company in connection with the exercise or vesting of the initial or any subsequently granted Stock Option or other Incentive Award. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. Subject to the limitation imposed by Section 4.2 of the Plan, the Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code; provided, that the number of shares of Common Stock that may be designated as subject to incentive stock options for any given Participant shall be limited to that number of shares that become exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Subsidiaries) and have an aggregate Market Value less than or equal to $100,000 (or such other amount as may be set forth in the Code) and all shares subject to an Incentive Award that have a Market Value in excess of such aggregate amount shall automatically be subject to Stock Options that are not incentive stock options.
5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option agreements and/or certificates of award containing the terms and conditions applicable to such Stock Options. To the extent not covered by the stock option agreement, the terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee, but shall be a price that is equal to or greater than 100% of the Market Value of the Company’s Common Stock on the date of grant.

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5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents or provides in the applicable stock option agreement or grant, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise of that or any other Incentive Award) or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
5.5 Stock Options Granted to 10% Stockholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of the Common Stock on the date of grant and the exercise of the Stock Option after the expiration of 5 years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Except as set forth in Section 5.5, Stock Options shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee. At the time of exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.
5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution, and, as a condition to any transfer permitted by the Committee or the terms of the stock option agreement or grant, the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state or local withholding or other taxes associated with or resulting from the exercise of a Stock Option. All provisions of a Stock Option that are determined with reference to the Participant, including without limitation those that refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.

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(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise:
(a) General. If a Participant ceases to be employed by or an officer of the Company or one of its Subsidiaries for any reason other than the Participant’s death, disability, Retirement or termination for cause, the Participant may exercise his or her Stock Options in accordance with their terms for a period of 3 months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death. If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option, the Stock Options issued to such Participant shall be exercisable in accordance with their terms by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of death or termination of employment, whichever first occurred, and not beyond the original terms of the Stock Options.
(c) Disability. If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant’s disability, the Participant may exercise his or her Stock Options in accordance with their terms for one year following such termination of employment, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of such event and not beyond the original terms of the Stock Options.
(d) Participant Retirement. If a Participant Retires as an employee or officer of the Company or one of its Subsidiaries, Stock Options granted under the Plan may be exercised in accordance with their terms during the remaining terms of the Stock Options.

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(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Options previously granted. The Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.
SECTION 6
Restricted Stock
6.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, a Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it considers appropriate. The Committee may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been satisfied or lapsed.
6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by restricted stock agreements or certificates of award containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a restricted stock agreement or certificate provides otherwise, Restricted Stock awards shall be subject to the terms and conditions set forth in this Section 6.
6.3 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the grant of Restricted Stock) or unless the restricted stock agreement or grant provides otherwise:
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement or termination for cause, any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; and (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.

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(b) Death, Retirement or Disability. In the event a Participant terminates his or her employment with the Company because of death, disability or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months that have elapsed since the date of grant divided by the total number of full months in the Restricted Period. All remaining shares shall be forfeited and returned to the Company; provided, 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 the death, disability or Retirement of the Participant.
(c) Termination for Cause. If a Participant’s employment is terminated for cause, the Participant shall have no further right to exercise or 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 the Company. The Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits or unless the terms of the restricted stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his or her guardian or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee considers advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. Stock Incentive Plan of 2001 (the “Plan”). This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary of the Company.
6.6 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 6.1, 6.3 and 6.4 of the Plan. Unless the Committee otherwise determines or unless the terms of the restricted stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.

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SECTION 7
Stock Awards
7.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, a Participant may be granted one or more Stock Awards under the Plan. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
7.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Award; provided, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it considers appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board: (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining terms thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and exercisable and nonforfeitable.
8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of(a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.

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SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant or the same Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment- related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or vesting of an Incentive Award or by delivery to the Company of previously owned Common Stock.
9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.
9.6 Suspension of Rights under Incentive Awards. The Company, by written notice to a Participant, may suspend a Participant’s and any transferee’s rights under any Incentive Award for a period not to exceed 30 days while the termination for cause of that Participant’s employment with the Company and its Subsidiaries is under consideration.

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9.7 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
9.8 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included, unless such construction would cause the Plan to fail in its essential purposes.
SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time or may from time to time amend the Plan as it considers proper and in the best interests of the Company, provided that no such amendment may impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect March 6, 2001, subject to approval by the stockholders at the 2001 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under the Plan after March 5, 2011.
As amended October 9, 2008.

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Exhibit 10.6
AMENDED AND RESTATED
WOLVERINE WORLD WIDE, INC.
STOCK INCENTIVE PLAN OF 2003
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 2003 (the “Plan”) for its corporate, divisional and Subsidiary officers and key employees. The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management employees of the Company, its divisions and its Subsidiaries with an increased incentive to contribute to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership and to attract and retain officers and key employees. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives. Within that context, it is intended that most awards of Stock Options under the Plan are to provide performance-based compensation under Section 162(m) of the Code and the Plan shall be interpreted, administered and amended if necessary to achieve that purpose.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning plainly is required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change in Control,” unless otherwise defined in an Incentive Award, means (a) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board. The Committee shall consist of at least 2 members of the Board and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.

 

 
2.6 “Common Stock” means the Common Stock, $1 par value, of the Company.
2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened solicitation subject to Rule 14a-12(c) of Regulation 14A issued under the Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock Award to a Participant pursuant to the Plan.
2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.13 “Participant” means a corporate officer, divisional officer or any key employee of the Company, its divisions or its Subsidiaries who is granted an Incentive Award under the Plan.
2.14 “Permitted Successor” means a company that, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of “Change in Control” above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors of the company is comprised of Continuing Directors.

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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.
2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of the Plan.
2.18 “Retirement” means the voluntary termination of all employment by a Participant after the Participant has attained (i) 50 years of age and seven years of service (as an employee and/or officer of the Company or a Subsidiary), (ii) 62 years of age, or (iii) such other age or years of service as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.21 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be officers or employees of the Company or its Subsidiaries. Except as limited in this Plan or as may be necessary to ensure that this Plan provides performance-based compensation under Section 162(m) of the Code, the Committee shall have all of the express and implied powers and duties set forth in the Bylaws of the Company and this Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to supervise the administration of the Plan and Incentive Awards granted under the Plan and to make all other determinations considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it considers advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it considers advisable.

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3.2 Grants or Awards to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may consider necessary or desirable and as are consistent with the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and, subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.
3.3 Amendments or Modifications of Awards. The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.3 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability or vesting or otherwise terminate, waive or modify any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award; and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such grant of new Incentive Awards will be considered to be a new grant for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant; provided further, that Incentive Awards issued under the Plan may not be repriced, replaced, regranted through cancellation or modified without stockholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of then outstanding Incentive Awards to the same Participants.
3.4 Indemnification of Committee Members. Neither any member nor former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, the total number of shares of Common Stock available for Incentive Awards under the Plan shall be 1,300,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.3). The following shares shall replace shares previously awarded as Incentive Awards under the Plan and be available for future Incentive Awards under the Plan: (i) shares subject to Incentive Awards that are canceled, surrendered, modified, exchanged for substitute Incentive Awards or expire or terminate prior to the exercise or vesting of the Incentive Award in full; (ii) shares that are surrendered to the Company in connection with the exercise or vesting of an Incentive Award or surrendered to satisfy withholding requirements, whether previously owned or otherwise subject to such Incentive Award; and (iii) shares of Common Stock repurchased by the Company with the cash paid by Participants for the exercise price of Incentive Awards. No more than 15% of the shares authorized for issuance under the Plan pursuant to this Section 4.1 may be issued as Restricted Stock or Stock Awards, combined. Shares of Common Stock subject to this Section 4.1 shall be authorized and may be either unissued or treasury shares or shares repurchased by the Company, including shares purchased on the open market.
4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 300,000 shares of Common Stock, subject to adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to ensure that the Plan may provide performance-based compensation under Section 162(m) of the Code and this Section 4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.
4.3 Adjustments.
(a) Stock Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the number and kind of securities subject to Incentive Awards and reserved for issuance under the Plan and the limitation provided in Section 4.2, together with applicable exercise prices, as well as the number of shares available for issuance under the Plan, shall be adjusted appropriately. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from such adjustments shall be eliminated from the respective Incentive Awards.

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(b) Other Actions Affecting Common Stock. If there occurs, other than as described in the preceding subsection, any merger, business combination, recapitalization, reclassification, subdivision or combination approved by the Board that would result in the Persons who were stockholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or property) immediately after the effective time of such transaction, then the outstanding Incentive Awards (including exercise prices) and reserves for Incentive Awards under this Plan shall be adjusted in such manner and at such time as shall be equitable under the circumstances. It is intended that in the event of any such transaction, Incentive Awards under this Plan shall entitle the holder of each Incentive Award to receive (upon exercise in the case of Stock Options), in lieu of or in addition to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such transaction; upon any such adjustment, holders of Incentive Awards under this Plan shall have only the right to receive in lieu of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment. If the agreement, resolution or other document approved by the Board to effect any such transaction provides for the adjustment of Incentive Awards under the Plan in connection with such transaction, then the adjustment provisions contained in such agreement, resolution or other document shall be final and conclusive.
SECTION 5
Stock Options
5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The Committee, in its discretion and except as otherwise limited by the Plan, may provide in the initial grant of a Stock Option or other Incentive Award for the subsequent automatic grant of additional Stock Options for the number of shares, if any, that are surrendered to the Company in connection with the exercise or vesting of the initial or any subsequently granted Stock Option or other Incentive Award. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting, or the acceleration of vesting based on any of the performance goals provided in Section 6.2, of Stock Options as it considers appropriate. The Committee, in its sole discretion, may establish vesting schedules (i) based upon Company performance, or (ii) that extend over a period of time selected by the Committee,  provided , that such period of time shall not provide for full vesting in a period of less than 3 years. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. Subject to the limitation imposed by Section 4.2 of the Plan, the Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code;  provided , that the number of shares of Common Stock that may be designated as subject to incentive stock options for any given Participant shall be limited to that number of shares that become exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Subsidiaries) and have an aggregate Market Value less than or equal to $100,000 (or such other amount as may be set forth in the Code) and all shares subject to an Incentive Award that have a Market Value in excess of such aggregate amount shall automatically be subject to Stock Options that are not incentive stock options.

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5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option agreements and/or certificates of award containing the terms and conditions applicable to such Stock Options. To the extent not covered by the stock option agreement, the terms and conditions of this Section 5 shall govern.
5.3 Stock Option Price. The per share Stock Option price shall be determined by the Committee, but shall be a price that is equal to or greater than 100% of the Market Value of the Company’s Common Stock on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents or provides in the applicable stock option agreement or grant, in actual or attested shares of Common Stock owned by the Participant or other consideration substantially equivalent to cash. To the extent any such amendment would not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, the time and terms of payment may be amended with the consent of a Participant before or after exercise of a Stock Option. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a full recourse promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided. The Committee may implement a program for the broker-assisted cashless exercise of Stock Options. The Company or any of its Subsidiaries shall not extend credit, directly or indirectly, to an executive officer in violation of Section 13 of the Act.
5.5 Stock Options Granted to 10% Stockholders. Unless otherwise permitted by applicable laws and regulations, no Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of the Common Stock on the date of grant and the exercise of the Stock Option after the expiration of 5 years from the date of grant of the Stock Option is prohibited by its terms.
5.6 Limits on Exercisability. Except as set forth in Section 5.5, Stock Options shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee. At the time of exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.

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5.7 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution, and, as a condition to any transfer permitted by the Committee or the terms of the stock option agreement or grant, the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state, local and foreign withholding or other taxes associated with or resulting from the exercise of a Stock Option. All provisions of a Stock Option that are determined with reference to the Participant, including without limitation those that refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.8 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the option grant) or unless the stock option agreement or grant provides otherwise:
(a) General. If a Participant ceases to be employed by or an officer of the Company or a Subsidiary for any reason other than the Participant’s death, disability, Retirement, consensual severance or termination for cause, the Participant may exercise his or her Stock Options in accordance with their terms for a period of 3 months after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re- employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death. If a Participant dies either while an employee or officer of the Company or a Subsidiary or after the termination of employment other than for cause but during the time when the Participant could have exercised a Stock Option, the Stock Options issued to such Participant shall become fully vested and exercisable in accordance with their terms by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death, but not beyond the original terms of the Stock Options.

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(c) Disability. If a Participant ceases to be an employee or officer of the Company or a Subsidiary due to the Participant’s disability (as defined in the Company’s long-term disability plan), the Participant shall become fully vested in any Stock Options that had not been fully vested prior to the disability and the Participant or the personal representative of the Participant may exercise his or her Stock Options in accordance with their terms for one year following such termination of employment, but not beyond the original terms of the Stock Options.
(d) Participant Retirement. Upon a Participant’s Retirement from the Company as an employee or officer of the Company or a Subsidiary, the Participant shall be fully vested in his or her Stock Options granted under the Plan and the Participant or the personal representative of the Participant, in the event Participant dies or is disabled subsequent to his or her Retirement, may exercise the Stock Options in accordance with their terms during the remaining term of the Stock Options.
(e) Consensual Severance. If a Participant terminates employment with the Company or a Subsidiary under circumstances (other than death, disability or Retirement) in which the Committee determines that partial or full vesting of his or her Stock Options is in the best interests of the Company, the Committee may, in its sole discretion either before or after such termination, partially or fully vest any or all of the Participant’s Stock Options that have not been fully vested prior to such termination and permit the Participant to exercise his or her Stock Options in accordance with their terms for a period of time as may be determined by the Committee, but not beyond the original term of the Stock Options.
(f) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Options previously granted. The Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.
SECTION 6
Restricted Stock
6.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, a Participant may be granted Restricted Stock under the Plan. Restricted Stock shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, consistent with the provisions of the Plan, to the vesting of Restricted Stock as it considers appropriate. The Committee in its sole discretion may establish vesting schedules (i) based upon Company performance, or (ii) that extend over a period of time selected by the Committee, provided, that such period of time shall not provide for full vesting in a period of less than 3 years. The Committee may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been satisfied or lapsed.

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6.2 Measurement of Performance. If the Committee imposes performance conditions to the vesting or acceleration of the vesting of Restricted Stock, the Committee shall select one or more of the following measurements of the performance of the Company and/or its Subsidiaries, operating divisions or profit centers: net earnings, net earnings before taxes, operating income, revenues, net sales, net sales and other operating income, return on sales, return on equity, earnings per share, total stockholder return, economic value added measurements, return on invested capital or any of the foregoing before or after the effect of acquisitions, divestitures, accounting changes, restructuring, or other extraordinary items. These factors could be measured against pre-determined levels or the Company’s relative performance when compared to a pre-established peer group.
6.3 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by restricted stock agreements or certificates of award containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Unless a restricted stock agreement or certificate provides otherwise, Restricted Stock awards shall be subject to the terms and conditions set forth in this Section 6.
6.4 Termination of Employment or Officer Status. Unless the Committee otherwise consents or permits (before or after the grant of Restricted Stock) or unless the restricted stock agreement or grant provides otherwise:
(a) General. In the event of termination of employment or officer status during the Restricted Period for any reason other than death, disability, Retirement or consensual severance, any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Company. For purposes of the Plan, the following shall not be considered a termination of employment or officer status: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; and (iv) a termination of employment with continued service as an officer. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re- employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death, Retirement or Disability. In the event a Participant terminates his or her employment with the Company or a Subsidiary because of death, disability (as defined in the Company’s long-term disability plan) or Retirement during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall terminate automatically.
(c) Consensual Severance. If a Participant terminates employment with the Company or a Subsidiary during the Restricted Period under circumstances (other than death, disability or Retirement) in which the Committee determines that partial or full waiver of the restrictions is in the best interests of the Company, the Committee may, in its sole discretion either before or after such termination, waive the restrictions remaining on any or all remaining shares of Restricted Stock.

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6.5 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits or unless the terms of the restricted stock agreement or grant provide otherwise: (i) shares of Restricted Stock shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his or her guardian or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as the Committee considers advisable, including, without limitation, restrictions under applicable federal or state securities laws.
6.6 Legending of Restricted Stock. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. Stock Incentive Plan of 2003 (the “Plan”). This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary of the Company.
6.7 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Stock held of record by such Participant as if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 6.1, 6.4 and 6.5 of the Plan. Unless the Committee otherwise determines or unless the terms of the restricted stock agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 7
Stock Awards
7.1 Grant. Subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, a Participant may be granted one or more Stock Awards under the Plan. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.

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7.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Award; provided, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it considers appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
SECTION 8
Change in Control
8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board: (a) all outstanding Stock Options shall become immediately exercisable in full and shall remain exercisable during the remaining terms thereof, regardless of whether the Participants to whom such Stock Options have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and exercisable and nonforfeitable.
8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall occur, then the Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options.
SECTION 9
General Provisions
9.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant or the same Participant.
9.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines otherwise, withholding may be satisfied (but only to the extent necessary to satisfy mandatory statutory withholding amounts) by withholding Common Stock to be received upon exercise or vesting of an Incentive Award or by delivery to the Company of previously owned Common Stock.

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9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.
9.6 Suspension of Rights under Incentive Awards. The Company, by written notice to a Participant, may suspend a Participant’s and any transferee’s rights under any Incentive Award for a period not to exceed 30 days while the termination for cause of that Participant’s employment with the Company and its Subsidiaries is under consideration.
9.7 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
9.8 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included, unless such construction would cause the Plan to fail in its essential purposes.

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SECTION 10
Termination and Amendment
The Board may terminate the Plan at any time or may from time to time amend the Plan as it considers proper and in the best interests of the Company, provided that no such amendment may impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Plan or the Incentive Award and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. No termination, amendment or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.
SECTION 11
Effective Date and Duration of the Plan
This Plan shall take effect February 13, 2003, subject to approval by the stockholders at the 2003 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under the Plan after February 12, 2013.
As amended October 9, 2008.

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Exhibit 10.7
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN OF 2005
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 2005 (the “Plan”) for its non-employee directors and corporate, divisional and Subsidiary officers and key employees. The Plan permits the grant and award of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards.
1.2 Purpose of Plan. The purpose of the Plan is to provide non-employee directors, officers and key management employees of the Company, its divisions and its Subsidiaries with an increased incentive to contribute to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of non-employee directors, officers and key employees with the interests of the Company’s stockholders through the opportunity for increased stock ownership and to attract and retain non-employee directors, officers and key employees. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning plainly is required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Award Agreement” means one or more written agreements or other instruments as may be approved from time to time by the Committee implementing the grant of an Incentive Award. An Award Agreement may but need not be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company), and may consist of certificates, notices, terms and conditions or similar instruments as approved by the Committee.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Change in Control,” unless otherwise defined in an Incentive Award, means (a) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a Permitted Successor; or (d) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor.

 

 
2.5 “Code” means the Internal Revenue Code of 1986, as amended.
2.6 “Committee” has the meaning set forth in Section 3.1.
2.7 “Common Stock” means the Common Stock, $1 par value, of the Company.
2.8 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.9 “Continuing Directors” mean the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors whose election or nomination for election by the Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened solicitation subject to Rule 14a- 12(c) of Regulation 14A issued under the Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.10 “Director” means each member of the Board who is not an officer or employee of the Company or any Subsidiary of the Company. The status of the Chairman of the Board as a Director or officer shall be determined by the Committee.
2.11 “Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.
2.12 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.
2.13 “Incentive Award” means the award or grant of a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Stock Award to a Participant pursuant to the Plan.
2.14 “Market Value” shall equal, unless a different calculation measure is specified by the Committee, the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.
2.15 “Participant” means a Director, corporate officer, divisional officer or any key employee of the Company, its divisions or its Subsidiaries who is granted an Incentive Award under the Plan.

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2.16 “Permitted Successor” means a company that, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of “Change in Control” above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors of the company is comprised of Continuing Directors.
2.17 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.
2.18 “Qualifying Performance Criteria” shall have the meaning provided in Section 11.2.
2.19 “Restricted Period” means the period of time during which Restricted Stock or Restricted Stock Units awarded under the Plan are subject to the risk of forfeiture and restrictions on transfer pursuant to Section 7. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.
2.20 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 7 of the Plan.
2.21 “Restricted Stock Unit” means an award to a Participant pursuant to Section 7 of the Plan.
2.22 “Retirement” means the voluntary termination of all employment or service as a member of the Board by a Participant after the Participant has attained (i) 50 years of age and seven years of service (as a Director and/or an employee and/or officer of the Company or a Subsidiary), (ii) 62 years of age, or (iii) such other age or years of service as shall be determined by the Committee or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.
2.23 “Stock Appreciation Right” or “SAR” means a right awarded to a Participant pursuant to Section 6 of the Plan that entitles the Participant to receive, in cash or shares of Common Stock or a combination thereof, as determined by the Committee, an amount equal to or otherwise based on the excess of (a) the Market Value of a share of Common Stock at the time of exercise over (b) the exercise price of the right, as established by the Committee on the date the award is granted.
2.24 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section 8 of the Plan.

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2.25 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.
2.26 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
SECTION 3
Administration
3.1 The Plan shall be administered by the Compensation Committee of the Board (the “Committee”). Any power of the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any Incentive Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 or cause an Incentive Award intended to qualify for treatment as performance-based compensation under Section 162(m) of the Code not to qualify for such treatment. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. The Committee may by resolution authorize one or more officers of the Company to perform any or all things that the Committee is authorized and empowered to do or perform under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as the Committee; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of Incentive Awards (if any) such officer or officers may award pursuant to such delegated authority, and any such Incentive Award shall be subject to the form of Incentive Award agreement theretofore approved by the Committee. No such officer shall designate himself or herself as a recipient of any Incentive Awards granted under authority delegated to such officer. In addition, the Committee may delegate any or all aspects of the day-to-day administration of the Plan to one or more officers or employees of the Company or any Subsidiary, and/or to one or more agents.
3.2 Power and Authority. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which persons are Participants, to which of such Participants, if any, Incentive Awards shall be granted hereunder and the timing of any such Incentive Awards; (iii) to grant Incentive Awards to Participants and determine the terms and conditions thereof; including the number of shares subject to Incentive Awards, the exercise or purchase price of such shares and the circumstances under which Incentive Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events (including events which the Board or the Committee determine constitute a Change of Control), or other factors, and the period of time following termination of employment or service as a member of the Board during which Incentive Awards may be exercised; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Incentive Award; (v) to prescribe and amend the terms of the agreements or other documents evidencing Incentive Awards made under this Plan (which need not be identical) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; (vi) to determine whether, and the extent to which, adjustments are required pursuant to Section 4.4; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Incentive Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan.

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3.3 Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of or operation of any Incentive Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Incentive Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
3.4 Amendments or Modifications of Incentive Awards; No Stock Option Repricing. Subject to Section 13, the Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause an Incentive Award not already subject to Section 409A of the Code to become subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive Award subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of an Incentive Award other than pursuant to Section 4.4 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive Award could have expired by its terms under any circumstances or the 10 th anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); and (c) accelerate the exercisability or vesting or otherwise terminate, waive or modify any restrictions relating to an Incentive Award; provided, that Stock Options and SARs issued under the Plan may not be repriced or modified without stockholder approval if the effect of such repricing or modification would be to reduce the exercise price of such Incentive Awards to the same Participants.
3.5 Indemnification of Committee Members. Neither any member nor former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any employee, officer, agent or expert employed or retained by the Committee or the Company.

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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.4 of the Plan, the total number of shares of Common Stock issued under Incentive Awards pursuant to the Plan shall not exceed 4,250,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.4), provided that each share of Common Stock issued pursuant to awards of Restricted Stock, Restricted Stock Units, Stock Appreciation Rights or Stock Awards shall be counted against this limit as two (2) shares. For purposes of the first sentence of this Section 4.1, the number of shares issued pursuant to Incentive Awards under this Plan at any time shall not be reduced by shares subject to Incentive Awards that have been terminated, expired unexercised, forfeited or settled in cash. Shares of Common Stock subject to this Section 4.1 shall be authorized and may be either unissued or treasury shares or shares repurchased by the Company, including shares purchased on the open market.
4.2 Limitations Upon Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 450,000 shares of Common Stock, which number shall be calculated and adjusted pursuant to Section 4.4 only to the extent that such calculation or adjustment will not affect the status of any Incentive Award theretofore issued or that may thereafter be issued as “performance based compensation” under Section 162(m) of the Code. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options (within the meaning of Section 422(b) of the Code) granted under the Plan shall not exceed 4,250,000, subject to adjustment as provided in Section 4.4, but only to the extent that such adjustment will not affect the status of any Stock Option intended to qualify as an incentive stock option under Section 422(b) of the Code.
4.3 Limitations on Incentive Awards to Directors. The maximum number of shares subject to Incentive Awards granted during any calendar year to a Participant who is a Director shall equal a number of shares of Common Stock having a deemed value on the date of grant equal to one hundred fifty percent (150%) of the aggregate value of the retainer and full Board meeting fees that the Committee determines that such Director is eligible to earn in respect of such calendar year, with the “deemed value” of Stock Awards, Restricted Stock or Restricted Stock Units for purposes only of this Section 4.3 being calculated as the Market Value of the shares subject to such award, and the “deemed value” of Stock Options and SARs being calculated as the Market Value of the shares subject to such award divided by two (2); provided, however, that in the first calendar year in which such Participant becomes a Director, the maximum number of shares subject to Incentive Awards granted to the Participant shall equal a number of shares of Common Stock having a deemed value as calculated under this Section 4.3 on the date of grant equal to three hundred percent (300%) of the aggregate value of the retainer and full Board meeting fees that the Committee determines that such Director is eligible to earn in respect of a year of service as a Director.

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4.4 Adjustments.
(a) Stock Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the Committee shall provide that the number and kind of securities subject to Incentive Awards and reserved for issuance under the Plan and the limitation provided in Section 4.2, together with applicable exercise prices, as well as the number and kind of securities available for issuance under the Plan, shall be adjusted in such manner and at such time as it determines shall be appropriate under the circumstances. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from such adjustments shall be eliminated from the respective Incentive Awards.
(b) Other Actions Affecting Common Stock. If there occurs, other than as described in the preceding subsection, any merger, business combination, recapitalization, reclassification, subdivision or combination approved by the Board that would result in the Persons who were stockholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or property) immediately after the effective time of such transaction, then the Committee shall provide that the outstanding Incentive Awards (including exercise prices) and reserves for Incentive Awards under this Plan shall be adjusted in such manner and at such time as it determines shall be appropriate under the circumstances. It is intended that in the event of any such transaction, Incentive Awards under this Plan shall entitle the holder of each Incentive Award to receive (upon exercise in the case of Stock Options and SARs), in lieu of or in addition to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such transaction; upon any such adjustment, holders of Incentive Awards under this Plan shall have only the right to receive in lieu of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment. If the agreement, resolution or other document approved by the Board to effect any such transaction provides for the adjustment of Incentive Awards under the Plan in connection with such transaction, then the adjustment provisions contained in such agreement, resolution or other document shall be final and conclusive.
SECTION 5
Stock Options
5.1 Grants. Stock Options may be granted at any time and from time to time prior to the termination of the Plan to Participants selected by the Committee. The Committee may grant a Stock Option or provide for the grant of a Stock Option, either from time-to-time in the discretion of the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals (including any Qualifying Performance Criteria), or the satisfaction of an event or condition within the control of the recipient of the Award. No Participant shall have any rights as a stockholder with respect to any shares of stock subject to Stock Options granted hereunder until said shares have been issued. Each Stock Option shall be evidenced by an Award Agreement. Stock Options granted pursuant to the Plan need not be identical but shall be consistent with the terms of the Plan. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee. The Committee shall have the right to make the timing of the ability to exercise any Stock Option subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Committee, provided that in no event shall any Stock Option awarded to a Participant who is not a Director provide for full vesting in a period of less than 3 years, except in the event of the Participant’s death, disability or Retirement or upon a Change in Control. Unless provided otherwise in the applicable Award Agreement, the vesting period and/or exercisability of a Stock Option shall be adjusted by the Committee during or to reflect the effects of any period during which the Participant is on an approved leave of absence or is employed on a less than full-time basis. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code, subject to Section 5.4 of the Plan.

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5.2 Stock Option Price. The per share Stock Option price shall be determined by the Committee, but shall be a price that is equal to or greater than 100% of the Market Value of the Company’s Common Stock on the date of grant.
5.3 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents or so provides, in actual or attested shares of Common Stock owned by the Participant and meeting holding requirements established by the Committee or other consideration substantially equivalent to cash. The Committee may from time to time authorize payment of all or a portion of the Stock Option price in the form of a full recourse promissory note or other deferred payment installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided. The Committee may implement a program for the broker-assisted cashless exercise of Stock Options. The Company or any of its Subsidiaries shall not extend credit, directly or indirectly, to an executive officer or director in violation of Section 13 of the Act.
5.4 Incentive Stock Options. Notwithstanding anything to the contrary in this Section 5, in the case of the grant of a Stock Option that the Committee designates as intended to qualify as an “incentive stock option” (within the meaning of Section 422(b) of the Code): (a) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the purchase price of such Stock Option must be at least 110 percent of the fair market value of the Common Stock on the date of grant and the Stock Option must expire within a period of not more than five (5) years from the date of grant, and (b) termination of employment will be deemed to occur when the person to whom an Incentive Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 5 to the contrary, options designated as incentive stock options shall not be eligible for treatment under the Code as incentive stock options to the extent that either (i) the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Stock Options into account in the order in which they were granted, and (ii) such Stock Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code).

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5.5 Limits on Exercisability. Except as set forth in Section 5.7, Stock Options shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee.
5.6 Restrictions on Stock Options.
(a) General. Unless the Committee provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution. To the extent that the Committee otherwise determines to permit the transfer of a Stock Option, as a condition thereof, the transferor and the transferee must execute a written agreement containing such terms specified by the Committee. Except to the extent the Committee provides otherwise, all provisions of a Stock Option that are determined with reference to the Participant, including without limitation those that refer to the Participant’s obligation to satisfy tax withholding requirements and to vesting or forfeiture being related to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, holding periods or further transfer restrictions, forfeiture or “claw-back” provisions, and restrictions under applicable federal or state securities laws.
5.7 Termination of Employment or Officer or Director Status. Unless the Committee provides otherwise, Stock Options shall expire upon the earlier of the expiration of the term established pursuant to Section 5.5 and the date determined as set forth herein:
(a) General. If a Participant’s employment with the Company or a Subsidiary or service as a member of the Board terminates for any reason other than the Participant’s death, disability, Retirement or termination for cause, Stock Options granted to the Participant may continue to be exercised in accordance with their terms for a period of three (3) months after such termination of employment or of service as a director, but only to the extent the Participant was entitled to exercise the Stock Options on the date of such termination. For purposes of the Plan, the following shall not be considered a termination of employment or service: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as a Director or termination of service as a Director when the Participant thereafter serves as an employee. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.

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(b) Death. If a Participant dies either while an employee or officer of the Company or a Subsidiary or member of the Board, or after the termination of employment or service as a member of the Board other than for cause but during the time when the Participant could have exercised a Stock Option, the Stock Options issued to such Participant shall become fully vested and exercisable by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death.
(c) Disability. If a Participant ceases to be employed by the Company and its Subsidiaries or a member of the Board due to the Participant’s disability (as defined in the Company’s long-term disability plan), then all of the Participant’s Stock Options shall immediately fully vest, and the Stock Options held by the Participant at the time of such termination of employment or service shall be exercisable by the Participant or the personal representative of such Participant for one year following such termination of employment or service.
(d) Participant Retirement. Upon a Participant’s Retirement as an employee or officer of the Company and its Subsidiaries or Retirement from service as a member of the Board, then all of the Participant’s Stock Options shall immediately fully vest, and the Stock Options held by the Participant at the time of such Retirement shall be exercisable by the Participant or the personal representative of such Participant during the remaining term of the Stock Options.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Options previously granted. The Committee or officers designated by the Committee shall determine whether a termination is for cause.
SECTION 6
Stock Appreciation Rights
6.1 Grants. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of a Stock Option granted under Section 5, other Incentive Awards granted under the Plan or stock options granted under any other Company equity compensation plan (“tandem SARs”) or without reference to other Incentive Awards or stock options (“freestanding SARs”). The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each Participant. Any Stock Appreciation Right granted in tandem with a stock option or Incentive Award may be granted at the same time such option or Incentive Award is granted or at any time thereafter before exercise or expiration of such stock option or Incentive Award. Unless settled in cash, the exercise of a tandem SAR will be in lieu of the exercise of the stock option or Incentive Award in connection with which the tandem SAR was granted. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Stock Options as set forth in Section 5 and all tandem SARs shall have the same vesting, exercisability, forfeiture and termination provisions as such Incentive Award or stock option to which they relate. Subject to the foregoing sentence and the terms of the Plan, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.

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6.2 Exercise or Settlement Price. The per share price for exercise or settlement of Stock Appreciation Rights shall be determined by the Committee, but shall be a price that is equal to or greater than 100% of the Market Value of the Company’s Common Stock on the date of grant. Other than in connection with a change in the Company’s capitalization (as described in Section 4.4) the exercise price of Stock Appreciation Rights may not be reduced without stockholder approval (including canceling previously awarded Stock Appreciation Rights and regranting them with a lower exercise price).
6.3 Medium and Time of Payment. Stock Appreciation Rights may be settled in shares of Common Stock, cash or a combination thereof, as determined by the Committee.
6.4 Limits on Exercisability. Except as set forth in Section 6.6, Stock Appreciation Rights shall be exercisable for such periods, not to exceed 10 years from the date of grant, as may be fixed by the Committee.
6.5 Restrictions on Stock Appreciation Rights.
(a) General. Unless the Committee provides otherwise, Stock Appreciation Rights granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution. To the extent that the Committee otherwise determines to permit the transfer of a Stock Appreciation Right, as a condition thereof; the transferor and the transferee must execute a written agreement containing such terms specified by the Committee. Except to the extent the Committee provides otherwise, all provisions of a Stock Appreciation Right that are determined with reference to the Participant, including without limitation those that refer to the Participant’s obligation to satisfy tax withholding requirements and to vesting or forfeiture being related to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Appreciation Right.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Appreciation Right under the Plan as the Committee deems advisable, including, without limitation, holding periods or further transfer restrictions, forfeiture or “claw-back” provisions, and restrictions under applicable federal or state securities laws.
6.6 Termination of Employment or Officer or Director Status. Unless the Committee provides otherwise, Stock Appreciation Rights shall expire upon the earlier of the expiration of the term established pursuant to Section 6.4 and the date determined as set forth herein:
(a) General. If a Participant’s employment with the Company or a Subsidiary or service as a member of the Board terminates for any reason other than the Participant’s death, disability, Retirement or termination for cause, Stock Appreciation Rights granted to the Participant may continue to be exercised in accordance with their terms for a period of three (3) months after such termination of employment or of service as a director, but only to the extent the Participant was entitled to exercise the Stock Appreciation Rights on the date of such termination. For purposes of the Plan, the following shall not be considered a termination of employment or service: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as a Director or termination of service as a Director when the Participant thereafter serves as an employee. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.

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(b) Death. If a Participant dies either while an employee or officer of the Company or a Subsidiary or member of the Board, or after the termination of employment or service as a member of the Board other than for cause but during the time when the Participant could have exercised a Stock Appreciation Right, the Stock Appreciation Rights issued to such Participant shall become fully vested and exercisable by the personal representative of such Participant or other successor to the interest of the Participant for one year after the Participant’s death.
(c) Disability. If a Participant ceases to be employed by the Company and its Subsidiaries or a member of the Board due to the Participant’s disability (as defined in the Company’s long-term disability plan), then all of the Participant’s Stock Appreciation Rights shall immediately fully vest, and the Stock Appreciation Rights held by the Participant at the time of such termination of employment or service shall be exercisable by the Participant or the personal representative of such Participant for one year following such termination of employment or service.
(d) Participant Retirement. Upon a Participant’s Retirement as an employee or officer of the Company and its Subsidiaries or Retirement from service as a member of the Board, then all of the Participant’s Stock Appreciation Rights shall immediately fully vest, and the Stock Appreciation Rights held by the Participant at the time of such Retirement shall be exercisable by the Participant or the personal representative of such Participant during the remaining term of the Stock Appreciation Rights.
(e) Termination for Cause. If a Participant is terminated for cause, the Participant shall have no further right to exercise any Stock Appreciation Rights previously granted. The Committee or officers designated by the Committee shall determine whether a termination is for cause.

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SECTION 7
Restricted Stock and Restricted Stock Units
7.1 Grant. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to the termination of the Plan to Participants selected by the Committee. Restricted Stock is an award or issuance of shares of Common Stock the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate. Restricted Stock Units are Incentive Awards denominated in units of Common Stock under which the issuance of shares of Common Stock is subject to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate. Unless determined otherwise by the Committee, each Restricted Stock Unit will be equal to one share of Common Stock and will entitle a Participant to either shares of Common Stock or an amount of cash determined with reference to the value of shares of Common Stock. To the extent determined by the Committee, Restricted Stock and Restricted Stock Units may be satisfied or settled in Common Stock, cash or a combination thereof. Restricted Stock Units shall be settled no later than the 15 th  day of the third month after the end of the calendar year in which the Restricted Stock Units vest. Restricted Stock and Restricted Stock Units granted pursuant to the Plan need not be identical but shall be consistent with the terms of the Plan. Subject to the requirements of applicable law, the Committee shall determine the price, if any, at which awards of Restricted Stock or Restricted Stock Units, or shares of Common Stock issuable under Restricted Stock Unit awards, shall be sold or awarded to a Participant, which may vary from time to time and among Participants and which may be below the market price of such shares at the date of grant.
7.2 Restricted Stock Agreements. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Unless an Award Agreement provides otherwise, Restricted Stock and Restricted Stock Unit awards shall be subject to the terms and conditions set forth in this Section 7.
7.3 Vesting. The grant, issuance, retention and/or vesting of shares of Restricted Stock and Restricted Stock Units and the settlement of shares of Restricted Stock Units shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of shares of Restricted Stock and under Restricted Stock Units subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that in no event shall the grant, issuance, retention, vesting and/or settlement of shares under Restricted Stock or Restricted Stock Unit Awards that is based on performance criteria and the level of achievement versus such criteria be subject to a performance period of less than one year and no condition that is based upon continued employment or the passage of time shall provide for vesting or settlement in full of a Restricted Stock or Stock Unit Award over a period of less than three years from the date the Award is made, in each case other than as a result of or upon the death, disability or Retirement of the Participant or a Change in Control. Notwithstanding anything to the contrary herein, the performance criteria for any Restricted Stock or Restricted Stock Unit that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Restricted Stock or Restricted Stock Unit is granted.

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7.4 Termination of Employment or Officer or Director Status. Unless the Committee provides otherwise:
(a) General. In the event of termination of employment or officer or director status during the Restricted Period for any reason other than death, disability or Retirement, any Restricted Stock or Restricted Stock Unit award still subject in full or in part to restrictions at the date of such termination shall automatically be forfeited and returned to the Company. For purposes of the Plan, the following shall not be considered a termination of employment or service: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment with continued service as a Director or termination of service as a Director when the Participant thereafter serves as an employee. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee’s right to re-employment is not guaranteed by statute, contract or written policy of the Company, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.
(b) Death, Retirement or Disability. In the event a Participant terminates his or her employment with the Company and its Subsidiaries or service as a member of the Board because of death, disability (as defined in the Company’s long-term disability plan) or Retirement during the Restricted Period, the restrictions remaining on any or all shares remaining subject to a Restricted Stock or Restricted Stock Unit award shall lapse.
7.5 Restrictions on Transferability.
(a) General. Unless the Committee provides otherwise: (i) shares of Restricted Stock and interests in Restricted Stock Units shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and distribution; and (ii) all rights with respect to Restricted Stock and Restricted Stock Units granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant, his or her guardian or legal representative.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock subject to Restricted Stock and Restricted Stock Unit awards as the Committee deems advisable, including, without limitation, holding periods or further transfer restrictions, forfeiture or “claw-back” provisions, and restrictions under applicable federal or state securities laws.

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7.6 Legending of Restricted Stock. The Committee may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been satisfied or lapsed. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. Stock Incentive Plan of 2005 (the “Plan”). This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary of the Company.
7.7 Rights as a Stockholder. A Participant shall have all dividend, liquidation and other rights with respect to Restricted Stock held by such Participant as if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 7.1, 7.4 and 7.5 of the Plan. Unless the Committee otherwise determines or unless the terms of the applicable Award Agreement or grant provide otherwise, a Participant shall have all dividend and liquidation rights with respect to shares of Common Stock subject to awards of Restricted Stock Units held by such Participant as if the Participant held unrestricted Common Stock. Unless the Committee otherwise determines or unless the terms of the applicable Award Agreement or grant provide otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock and shares of Common Stock subject to unvested Restricted Stock Units shall be subject to the same restrictions and vesting schedule as the shares to which such dividends or distributions relate. Any dividend payment with respect to Restricted Stock or Restricted Stock Units shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.
7.8 Voting Rights. Unless otherwise determined by the Committee, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares during the period of restriction. Participants shall have no voting rights with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares are reflected as issued and outstanding shares on the Company’s stock ledger.
SECTION 8
Stock Awards
8.1 Grant. Subject to the limitations set forth in Section 4.2 of the Plan, a Participant may be granted one or more Stock Awards under the Plan. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee. Notwithstanding the previous sentence, the shares of stock subject to Stock Awards shall be issued no later than the 15 th  day of the third month after the end of the calendar year in which the award is granted.
8.2 Rights as a Stockholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Stock Award under this Section 8 upon the Participant becoming the holder of record of the Common Stock granted pursuant to such Stock Award; provided, that the Committee may impose such restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it considers appropriate. Any dividend payment with respect to Stock Awards shall be made no later than the end of the calendar year in which the dividends are paid to stockholders, or, if later, the 15 th  day of the third month following the date the dividends are paid to stockholders.

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SECTION 9
Change in Control
9.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, unless the Committee or the Board otherwise determines with respect to one or more Incentive Awards, without action by the Committee or the Board: (a) all outstanding Stock Options and Stock Appreciation Rights shall become immediately exercisable in full and shall remain exercisable during the remaining terms thereof as set forth in Sections 5.5 and 6.4, regardless of whether the Participants to whom such Stock Options and Stock Appreciation Rights have been granted remain in the employ or service of the Company or any Subsidiary; and (b) all other outstanding Incentive Awards shall become immediately fully vested and exercisable and nonforfeitable.
9.2 Cash Payment for Stock Options/Stock Appreciation Rights. If a Change in Control of the Company shall occur, then the Committee without the consent of any Participant affected thereby, may determine that some or all Participants holding outstanding Stock Options and/or Stock Appreciation Rights shall receive, with respect to some or all of the shares of Common Stock subject to such Stock Options and/or Stock Appreciation Rights, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the greater of the excess of (a) the highest sales price of the shares on the New York Stock Exchange on the date immediately prior to the effective date of such Change in Control of the Company or (b) the highest price per share actually paid in connection with any Change in Control of the Company over the exercise price per share of such Stock Options and/or Stock Appreciation Rights.
SECTION 10
Qualifying Performance-Based Compensation
10.1 General. The Committee may specify that the grant, retention, vesting or issuance of any Incentive Award, or the amount to be paid out under any Incentive Award, be subject to or based on Qualifying Performance Criteria or other standards of financial performance and/or personal performance evaluations. Notwithstanding satisfaction of any performance goals, the number of shares of Common Stock issued or the amount paid under an Incentive Award may, to the extent specified in the applicable agreement evidencing the award, be reduced by the Committee on the basis of such further considerations as the Committee shall determine.
10.2 Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (a) net earnings or earnings per share (including earnings before interest, taxes, depreciation and/or amortization), (b) income, net income or operating income, (c) revenues, (d) net sales, (e) return on sales, (f) return on equity, (g) return on capital (including return on total capital or return on invested capital), (h) return on assets or net assets, (i) earnings per share, (j) economic value added measurements, (k) return on invested capital, (l) return on operating revenue, (m) cash flow (before or after dividends), (n) stock price, (o) total stockholder return, (p) market capitalization, (q) economic value added, (r) debt leverage (debt to capital), (s) operating profit or net operating profit, (t) operating margin or profit margin or (u) cash from operations. To the extent consistent with Section 162(m) of the Code, the Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) the effect of acquisitions or divestitures (v) accruals for reorganization and restructuring programs and (vi) any extraordinary, unusual or non recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Forms 10-K or any Form 10-Q for the performance period.

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SECTION 11
General Provisions
11.1 No Rights to Awards. No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant or the same Participant.
11.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of (including through the sale of shares of Common Stock otherwise issuable pursuant to the applicable Incentive Award), all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. To the extent specified by the Committee, withholding may be satisfied by withholding Common Stock to be received upon exercise or vesting of an Incentive Award or by delivery to the Company of previously owned Common Stock. In addition, the Company may reasonably delay the issuance or delivery of shares of Common Stock pursuant to an Incentive Award as it determines appropriate to address tax withholding and other administrative matters.
11.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of; or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

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11.4 Additional Restrictions on Shares. The Committee may provide that the shares of Common Stock issued upon exercise of a Stock Option or Stock Appreciation Right or otherwise subject to or issued under an Incentive Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Stock Option or Stock Appreciation Right or the grant, vesting or settlement of such Incentive Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the shares issued upon exercise, vesting or settlement of such Incentive Award (including the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with an Incentive Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued under an Incentive Award, including without limitation restrictions under an insider trading policy, blackout period or pursuant to applicable law, and restrictions as to the use of a specified brokerage firm or equity plan administrator for such resales or other transfers.
11.5 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally available or available only in specific cases.
11.6 No Right to Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement authorized by the Committee.
11.7 No Liability of Company. The Company and any Subsidiary or affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant or any other person as to: (a) the non-issuance or sale of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; (b) any tax consequence to any Participant or other person due to the receipt, exercise or settlement of any Incentive Award granted hereunder; and (c) any provision of law or legal restriction that prohibits or restricts the transfer of shares of Common Stock issued pursuant to any Incentive Award.

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11.8 Suspension of Rights under Incentive Awards. The Company, by written notice to a Participant, may suspend a Participant’s and any transferee’s rights under any Incentive Award for a period not to exceed 60 days while the termination for cause of that Participant’s employment with the Company and its Subsidiaries is under consideration.
11.9 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
11.10 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included, unless such construction would cause the Plan to fail in its essential purposes.
SECTION 12
Suspension or Termination of Awards
12.1 Except as otherwise provided by the Committee, if at any time (including after a notice of exercise has been delivered or an award has vested) the Chief Executive Officer or any other person designated by the Committee (each such person, an “Authorized Officer”) reasonably believes that a Participant may have committed an Act of Misconduct as described in this Section 12, the Authorized Officer, Committee or Board may suspend the Participant’s rights to exercise any Stock Option or Stock Appreciation Right, to vest in an Incentive Award, and/or to receive payment for or receive shares of Common Stock in settlement of an Incentive Award pending a determination of whether an Act of Misconduct has been committed.
12.2 If the Committee or an Authorized Officer determines a Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any Subsidiary, breach of fiduciary duty or deliberate disregard of Company or Subsidiary rules resulting in loss, damage or injury to the Company or any Subsidiary, or if a Participant makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary, or induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency relationship (any of the foregoing acts, an “Act of Misconduct”), then except as otherwise provided by the Committee, (i) neither the Participant nor his or her estate nor transferee shall be entitled to exercise any Stock Option or Stock Appreciation Right whatsoever, vest in or have the restrictions on an Incentive Award lapse, or otherwise receive payment or shares of Common Stock under any Incentive Award, (ii) the Participant will forfeit all outstanding Incentive Awards and (iii) the Participant may be required, at the Committee’s sole discretion, to return and/or repay to the Company any then unvested shares of Common Stock previously issued under the Plan. In making such determination, the Committee or an Authorized Officer shall give the Participant an opportunity to appear and present evidence on his or her behalf at a hearing before the Committee or an opportunity to submit written comments, documents, information and arguments to be considered by the Committee.

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SECTION 13
Termination and Amendment
13.1 The Board may terminate the Plan at any time or may from time to time amend or alter the Plan or any aspect of it as it considers proper and in the best interests of the Company, provided that no such amendment may be made, without the approval of stockholders of the Company, that would (i) reduce the exercise price at which Stock Options or Stock Appreciation Rights may be granted below the price provided for in Section 5.2 and 6.2, (ii) reduce the exercise price of outstanding Stock Options, (iii) increase the individual maximum limits in Section 4.2 or (iv) otherwise amend the Plan in any manner requiring stockholder approval by law or under the New York Stock Exchange listing requirements and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. The Committee may alter or amend an Award Agreement and/or Incentive Award previously granted under the Plan to the extent it determines that such action is appropriate.
13.2 Notwithstanding anything to the contrary in Section 13.1, no such amendment or alteration to the Plan or to any previously granted Award Agreement or Incentive Award shall be made which would impair the rights of the holder of the Award, without such holder’s consent, provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Incentive Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard.
SECTION 14
Effective Date and Duration of the Plan
14.1 This Plan shall take effect April 21, 2005, subject to approval by the stockholders at the 2005 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders, but in no event will such approval be obtained more than twelve (12) months from the adoption of this Plan by the Board. Unless earlier terminated by the Board, no Incentive Award shall be granted under the Plan after April 20, 2015.
As amended October 9, 2008.

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Exhibit 10.8
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
DIRECTORS’ STOCK OPTION PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the AMENDED AND RESTATED DIRECTORS’ STOCK OPTION PLAN (the “Plan”) for its Non-Employee Directors. The Plan amends and restates the 1994 Directors’ Stock Option Plan previously approved by the stockholders at the 1994 Annual Meeting of Stockholders. The Plan permits the grant of Stock Options that are nonqualified stock options.
1.2 Purpose of Plan. The purpose of the Plan is to advance the interests of the Company and its stockholders by attracting and retaining the services of experienced and knowledgeable Non-Employee Directors and to provide additional incentive for such Non-Employee Directors to continue to promote and work for the best interests of the Company and its stockholders through continuing ownership of the Company’s Common Stock.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning is plainly required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Code” means the Internal Revenue Code of 1986, as amended.
2.4 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan.
2.5 “Common Stock” means the Common Stock of the Company, par value $1 per share.
2.6 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.7 “Market Value” shall equal the closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of Common Stock were traded.

 

 
2.8 “Non-Employee Directors” means directors of the Company who are not also employees of the Company or any of its subsidiaries; provided, that the Committee may exclude any Non-Employee Director from participating in the Plan at any time or from time to time pursuant to an individual agreement or arrangement with such Non-Employee Director.
2.9 “Retirement” means the reaching of (i) mandatory retirement age for a director as established by the Board, which is currently 72 years of age; or (ii) such other age or years of service as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Stock Option agreement or other grant document with respect to a Non- Employee Director and a particular Stock Option.
2.10 “Stock Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, all Stock Options shall be nonqualified stock options.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan, shall have full power and authority to interpret the provisions of the Plan and to supervise the administration of the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be officers or employees of the Company or its Subsidiaries. All determinations, interpretations, and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall make such rules and regulations for the conduct of its business as it deems advisable. The members of the Committee shall not be paid any additional fees for their services.
3.2 Grants or Awards; Amendments or Modifications. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine the provisions of Stock Options as the Committee may consider necessary or desirable and as are consistent with the terms of the Plan. The Committee shall have the authority to amend or modify the terms of any outstanding Stock Option in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect and provided such actions do not cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly determines to make a Stock Option subject to Section 409A of the Code, including, without limitation, the authority to: (a) modify the terms and conditions of a Stock Option; provided, however, that any modification of the terms and condition of a Stock Option that increases the number of shares of the Stock Option other than pursuant to Section 4.2 shall be considered to be a new grant with respect to such additional shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term of a Stock Option to a date that is no later than the earlier of the latest date upon which the Stock Option could have expired by its terms under any circumstances or the 10 th  anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) terminate, waive or modify any restrictions relating to a Stock Option; and (d) accept the surrender of any outstanding Stock Option; provided, that Stock Options issued under the Plan may not be repriced, replaced, regranted through cancellation or modified without stockholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of then outstanding Stock Options to the same Non-Employee Directors.

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3.3 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or has been a member of the Committee, and each person to whom authority is or has been delegated, shall be indemnified and held harmless by the Company from and against any cost, liability, or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.
SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in subsection 4.2, a maximum of 400,000 shares of Common Stock (not including any adjustments occurring before the date of this amendment pursuant to Section 4.2) shall be available for Stock Options under the Plan in addition to any shares previously authorized for issuance under the Plan, as adopted in 1994, plus shares subject to Stock Options that are canceled, surrendered, modified, exchanged for substitute Stock Options or expire or terminate prior to the exercise or vesting of the Stock Options in full and shares that are surrendered to the Company in connection with the exercise or vesting of a Stock Option, whether previously owned or otherwise subject to such Stock Options. Such shares shall be authorized and may be either unissued or treasury shares.
4.2 Adjustments.
(a) Stock Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the number and kind of securities subject to Stock Options and reserved for issuance under the Plan, including, without limitation, the number of shares to be granted pursuant to subsection 5.1, together with applicable exercise prices, as well as the number of shares available for issuance under the Plan, shall be adjusted appropriately. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from such adjustments shall be eliminated from the respective Stock Options.
(b) Other Actions Affecting Common Stock. If there occurs, other than as described in the preceding subsection, any merger, business combination, recapitalization, reclassification, subdivision or combination approved by the Board that would result in the persons who were stockholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or property) immediately after the effective time of such transaction, then the outstanding Stock Options (including exercise prices) and reserves for Stock Options under this Plan shall be adjusted in such manner and at such time as shall be equitable under the circumstances. It is intended that in the event of any such transaction, Stock Options under this Plan shall entitle the holder of each Stock Option to receive upon exercise, in lieu of or in addition to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such transaction; upon any such adjustment, holders of Stock Options under this Plan shall have only the right to receive in lieu of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment. If the agreement, resolution or other document approved by the Board to effect any such transaction provides for the adjustment of Stock Options under the Plan in connection with such transaction, then the adjustment provisions contained in such agreement, resolution or other document shall be final and conclusive.

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SECTION 5
Stock Options
5.1 Grant. Subject to adjustment as provided in subsection 4.2, a Stock Option to purchase a number of shares of Common Stock that have a Market Value equal to three times the annual director retainer fee then in effect shall be granted automatically on the date of the 2002 Annual Meeting of Stockholders and the date of each annual meeting thereafter to each director of the Company who is, at the close of each such annual meeting, a Non-Employee Director. In addition, each Non- Employee Director shall at the time of his or her initial election or appointment to the Board be granted a Stock Option to purchase a number of shares of Common Stock that have a Market Value equal to six times the annual director retainer fee then in effect; provided, that any person that is or at any time has been an employee of the Company or any of its subsidiaries shall not be entitled to the award provided in this sentence. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion.
5.2 Stock Option Agreements. Stock Options shall be evidenced by Stock Option agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. Each Stock Option agreement shall conclusively evidence, by the Non-Employee Director’s signature thereon, that it is the intent of the Non-Employee Director to continue to serve as a director of the Company for the remainder of his or her term during which the Stock Option was granted.
5.3 Stock Option Price. The per share Stock Option price shall be one hundred percent (100%) of the Market Value of Common Stock on the date of grant.
5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration substantially equivalent to cash. When appropriate arrangements are made with a broker or other institution, payment may be made by a properly executed exercise notice directing delivery of shares to a broker, together with irrevocable instructions to the broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price.

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5.5 Limits on Exercisability. Stock Options shall be exercisable for a period not to exceed 10 years from the date of grant. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof.
5.6 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or permits (before or after the Stock Option grant) or unless the Stock Option agreement or grant provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution, and, as a condition to any transfer permitted by the Committee or the terms of the Stock Option agreement or grant, the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state, local and foreign withholding or other taxes associated with or resulting from the exercise of a Stock Option. All provisions of a Stock Option that are determined with reference to the Non-Employee Director shall continue to be determined with reference to the Non-Employee Director after any transfer of a Stock Option. All Stock Options granted to a Non-Employee Director shall be exercisable during the Non-Employee Director’s lifetime only by such Non-Employee Director or the legal representative acting in the name of the Non-Employee Director.
(b) Other Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.
5.7 Termination of Directorship. Unless the Committee otherwise consents or permits (before or after the Stock Option grant) or unless the Stock Option agreement or grant provides otherwise:
(a) General. If a Non-Employee Director ceases to be a director of the Company for any reason other than the Non-Employee Directors death, disability, or Retirement, the Non-Employee Director may exercise his or her Stock Options only for a period of three months after such termination of director status.
(b) Death. If a Non-Employee Director dies either while a director of the Company or after the termination of his or her directorship, Stock Options issued to such Non-Employee Director shall be exercisable by the personal representative of such Non-Employee Director or other successor to the interest of the Non-Employee Director for one year after the Non-Employee Director’s death.
(c) Disability. If a Non-Employee Director ceases to be a director of the Company due to the Non-Employee Director’s disability, the Non-Employee Director may exercise a Stock Option for a period of one year following such termination of directorship.
(d) Non-Employee Director Retirement. If a Non-Employee Director ceases to be a director due to Retirement, any Stock Option granted under the Plan may be exercised during the remaining term of the Stock Option.

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SECTION 6
General Provisions
6.1 No Rights to Awards. Except as otherwise provided in subsection 5.1, no Non-Employee Director or other person shall have any claim to be granted any Stock Option under the Plan, and there is no obligation of uniformity of treatment of Non-Employee Directors or holders or beneficiaries of Stock Options under the Plan. To the extent consistent with the Plan, the terms and conditions of Stock Options and the determination of the Committee to grant a waiver or modification of any Stock Option and the terms and conditions thereof need not be the same with respect to each Non-Employee Director.
6.2 Compliance With Laws; Listing and Registration of Shares. All Stock Options granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules, and regulations, and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration, or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Stock Option or the issue or purchase of shares thereunder, such Stock Option may not be exercised in whole or in part, or the restrictions on such Stock Option shall not lapse, unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
6.3 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
6.4 No Right to Directorship. The grant of a Stock Option shall not be construed as giving a Non-Employee Director the right to be retained as a director of the Company. A Non-Employee Director may be removed from his or her directorship in accordance with the Company’s Amended and Restated Bylaws, Certificate of Incorporation, as amended, or applicable law, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Non-Employee Director.
6.5 Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.
6.6 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

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SECTION 7
Amendment
The Board may from time to time amend the Plan as it considers proper and in the best interests of the Company; provided, however, that the Plan may not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder; provided further, that without stockholder approval no such amendment shall be effective that would require stockholder approval pursuant to the rules of the New York Stock Exchange or any other exchange upon which the Company’s Common Stock is traded; and provided further that the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. In addition, no termination, amendment, or modification of the Plan shall become effective with respect to any Stock Option previously granted under the Plan without the prior written consent of the Non-Employee Director holding such Stock Option, unless such termination, amendment, or modification operates solely to the benefit of the Non-Employee Director, except according to the terms of the Plan or the Stock Option agreement.
SECTION 8
Effective Date and Duration of the Plan
This Plan as amended and restated shall take effect April 25, 2002, subject to approval by the stockholders at the 2002 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. The Board may terminate the Plan at any time and, unless earlier terminated by the Board, the Plan shall terminate on April 24, 2012. No Stock Option shall be granted under the Plan after such date.
As amended October 9, 2008.

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Exhibit 10.10
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
EXECUTIVE SHORT-TERM INCENTIVE PLAN
(ANNUAL BONUS PLAN)
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the AMENDED AND RESTATED EXECUTIVE SHORT-TERM INCENTIVE PLAN (ANNUAL BONUS PLAN) (the “Plan”), for its executive officers, senior corporate and divisional officers and other key employees. The Plan amends and restates the Wolverine World Wide, Inc. Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan) previously approved by the stockholders at the 2002 Annual Meeting of Stockholders. The Plan provides for the payment of bonuses to participants based upon the financial performance of the Company, or a Subsidiary, operating division or profit center of the Company, in a particular fiscal year or part thereof.
1.2 Purpose of Plan. The purpose of the Plan is to motivate Participants to improve the Company’s profitability and growth by the attainment of carefully planned goals, promote initiative and cooperation with awards based on corporate and divisional performance and encourage outstanding individuals to enter and continue in the employ of the Company. Within that context, the Plan is intended to provide performance-based compensation under Section 162(m) of the Code and shall be interpreted and administered to achieve that purpose.
1.3 Effective Date. The Plan is initially effective as of February 8, 2007. Adoption of the Plan by the Board and payment of Incentive Bonuses for Fiscal Year 2007 shall be contingent upon approval by the stockholders at the 2007 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of the Stockholders. In the absence of such approval, this Plan shall be void.
SECTION 2
Definitions
The following terms have the stated definitions unless a different meaning is plainly required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Beneficiary” means the individual, trust or other entity designated by the Participant to receive any amount payable with respect to the Participant under the Plan after the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Committee in a form approved by the Committee. A Participant’s will is not effective for this purpose. If a designation has not been completed properly and filed with the Committee or is ineffective for any other reason, the Beneficiary shall be the Participant’s Surviving Spouse. If there is no effective designation and the Participant does not have a Surviving Spouse, the remaining benefits, if any, shall be paid to the Participant’s estate.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least 2 members and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.
2.6 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.

 

 
2.7 “Fiscal Year” means the fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time.
2.8 “Incentive Bonus” means an annual bonus awarded and paid to a Participant for services to the Company during a Fiscal Year that is based upon achievement of pre-established performance objectives by the Company, or a Subsidiary, operating division or profit center.
2.9 “Participant” means an executive officer, senior corporate or divisional officer or other key employee of the Company or its Subsidiaries who is designated as a Participant for a Fiscal Year.
2.10 “Performance” means the level of achievement by the Company or its Subsidiaries, operating divisions or profit centers of the financial performance criteria established by the Committee pursuant to Section 5.2.
2.11 “Subsidiary” means any company or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
2.12 “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 the Plan that the Participant survived the spouse.
2.13 “Target Bonus” means the bonus goal established by the Committee for each Participant under Section 5.1(a).
SECTION 3
Administration
3.1 Power and Authority. The Plan shall be administered by the Committee. The Committee may delegate recordkeeping, calculation, payment and other ministerial or administrative functions to individuals designated by the Committee, who may be employees of the Company or its Subsidiaries. Except as limited in the Plan, the Committee shall have all of the express and implied powers and duties set forth in the Plan and shall have full authority and discretion to interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be as effective as if it had been taken at a meeting. The Committee may make such other rules for the conduct of its business and may adopt such other rules, policies and forms for the administration, interpretation and implementation of the Plan as it deems advisable. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive.
3.2 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each individual who is or has been a member of the Committee, or delegated authority by the Committee, shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with any act or failure to act under the Plan. Each such individual shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.
SECTION 4
Participation
4.1 Participation. For each Fiscal Year, the Committee shall select the executive officers, senior corporate and divisional officers and other key employees who shall be the Participants for the Fiscal Year. The Committee may limit the number of executive officers, senior corporate and divisional officers and other key employees who will be Participants for a Fiscal Year. Officers and key employees shall be designated as Participants within the first 90 days of any Fiscal Year; provided, that an officer or key employee who is first employed by the Company or a Subsidiary during the Fiscal Year or who is assigned new duties during the Fiscal Year may be designated as a Participant for a performance period commencing on the date the officer or key employee assumes his or her new duties through the end of the Fiscal Year.
4.2 Continuing Participation. Selection as a Participant for a Fiscal Year or part thereof by the Committee is limited to that Fiscal Year. An eligible executive officer, senior corporate or divisional officer or key employee will be a Participant for a Fiscal Year only if designated as a Participant by the Committee for such Fiscal Year.

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SECTION 5
Performance Goals and Criteria
5.1 Selection of Criteria. The Committee shall pre-establish performance goals for each Participant or group of Participants in the manner and within the time limits specified in this Section 5. For each Participant or group of Participants for each Fiscal Year or part thereof, the Committee shall specify:
(a) Target Bonus. A Target Bonus, expressed as a percentage of the Participant’s base salary or a specified dollar amount;
(b) Incentive Bonus. The Incentive Bonus levels, expressed as a percentage of the Target Bonus, that shall be paid to the Participant at specified levels of performance by the Company, division or profit center based on the criteria established by the Committee pursuant to Section 5.2;
(c) Performance Measurement. The applicable measurement of Performance under Section 5.2; and
(d) Conditions on Incentive Bonus. Any specific conditions under which an Incentive Bonus specified under subsection (b) above may be reduced or forfeited (but not increased).
The Incentive Bonus levels specified under subsection (b) above may be expressed either as (i) a matrix of percentages of the Target Bonus that will be paid at specified levels of the Performance or (ii) a mathematical formula that determines the percentage of the Target Bonus that will be paid at varying levels of Performance.
5.2 Measurement of Performance. Performance of the Company and/or its Subsidiaries, operating divisions or profit centers shall be determined by reference to one or more of the following: net earnings, net earnings before taxes, operating income, revenues, net sales, net sales and other operating income, return on sales, return on equity, earnings per share, total stockholder return, economic value added measurements, return on assets, return on invested capital or any of the foregoing before or after the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges or extraordinary items. These factors could be measured against pre-determined levels or the Company’s relative performance when compared to a pre-established peer group.
5.3 Incentive Bonus Conditioned on Performance. Payment of an Incentive Bonus to a Participant for a Fiscal Year or part thereof under this Plan shall be entirely contingent upon achievement of the Performance levels established by the Committee pursuant to this Section 5, the satisfaction of which is substantially uncertain when established by the Committee for the Fiscal Year or part thereof.
5.4 Time of Determination by Committee. All determinations to be made by the Committee for a performance period pursuant to this Section 5 shall be made by the Committee during the shorter of the first 90 days of such performance period and the period ending on the date on which 25 percent of the performance period has elapsed.
5.5 Objective Standards. An Incentive Bonus shall be based solely upon objective criteria, consistent with this Section 5, from which an independent third party with knowledge of the facts could determine whether the performance goal or range of goals is met and from that determination could calculate the Incentive Bonus to be paid. Although the Committee has authority to exercise reasonable discretion to interpret this Plan and the criteria it shall specify pursuant to this Section 5 of the Plan, it may not amend or waive such criteria after the shorter of the period ending on the 90th day of a performance period or the date on which 25 percent of the performance period has elapsed. The Committee shall have no authority or discretion to increase any Incentive Bonus or to construct, modify or apply the measurement of Performance in a manner that will directly or indirectly increase the Incentive Bonus for any Participant for any Fiscal Year above the amount determined by the applicable objective standards established within the time periods set forth in this Section. The Committee may exercise negative discretion to reduce or eliminate any Incentive Bonus.

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SECTION 6
Determination and Payment of Incentive Bonuses
6.1 Committee Certification. The Incentive Bonus for each eligible Participant for a Fiscal Year or part thereof shall be determined on the basis of the Target Bonus and Performance criteria established by the Committee pursuant to Section 5. The Committee shall determine, and shall certify in writing prior to payment of the Incentive Bonus, that the Company Performance for the Fiscal Year or part thereof satisfied the Performance criteria established by the Committee for the period. Approved minutes of the Committee shall constitute sufficient written certification for this purpose.
6.2 Eligibility for Payment. The Incentive Bonus otherwise payable to a Participant for a Fiscal Year or part thereof shall be adjusted as follows:
(a) Retirement, Death or Total Disability. If a Participant ceases to be a Participant before the end of any Fiscal Year and more than 6 months after the beginning of such Fiscal Year because of death, normal or early retirement under the Company’s retirement plan, as then in effect, or total disability under the Company’s long-term disability plan, an award shall be paid to the Participant or the Participant’s Beneficiary after the end of such Fiscal Year prorated as follows: the award, if any, for such Fiscal Year shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire Fiscal Year, multiplied by the ratio of the Participant’s full months as a Participant during that Fiscal Year to the 12 months in that Fiscal Year. Notwithstanding the foregoing, the Committee shall have discretion to reduce or eliminate any Incentive Bonus otherwise payable pursuant to this Section 6.2(a).
(b) Reassignment of Duties. If a Participant is reassigned employment duties before the end of any Fiscal Year, an award shall be paid to the Participant after the end of such Fiscal Year prorated as follows: the award shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire Fiscal Year, multiplied by the ratio of the Participant’s full months as a Participant during the Fiscal Year prior to the reassignment to the 12 months in that Fiscal Year. If such Participant is designated as a Participant in his or her new position, an additional award shall be paid to the Participant after the end of such Fiscal Year prorated as follows: the award shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire Fiscal Year, multiplied by the ratio of the Participant’s months as a Participant during that Fiscal Year after the reassignment (rounded up to the next full month) to the 12 months in that Fiscal Year.
(c) Other Termination. If an employee ceases to be a Participant during any Fiscal Year, or prior to actual receipt of the award for a previous Fiscal Year, because of the Participant’s termination of employment for any reason other than described in Section 6.2(a), the Participant will not be entitled to any award for such Fiscal Year.
6.3 Maximum Incentive Bonus. The Incentive Bonus for any Participant for a Fiscal Year under this Plan shall not, in any event, exceed $1,800,000.
6.4 Payment to Participant or Beneficiary. The Incentive Bonus of each Participant shall be paid to the Participant, or the Beneficiary of any deceased Participant, by the Company as soon as feasible following final determination and certification by the Committee of the amount payable; provided, however, in no event will the Incentive Bonus be paid later than the fifteenth day of the third month following the end of the Fiscal Year for which the Performance criteria for the Incentive Bonus have been met.
6.5 Manner of Payment. Each Participant will receive his or her Incentive Bonus in cash.

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SECTION 7
General Provisions
7.1 Benefits Not Guaranteed. Neither the establishment and maintenance of the Plan nor participation in the Plan shall provide any guarantee or other assurance that an Incentive Bonus will be payable under the Plan.
7.2 No Right to Participate. Nothing in this Plan shall be deemed or interpreted to provide a Participant or any non-participating employee any contractual right to participate in or receive benefits under the Plan. No designation of an employee as a Participant for all or any part of a Fiscal Year shall create a right to an Incentive Bonus under the Plan for any other Fiscal Year. There is no obligation of uniformity of treatment of employees, eligible officers or Participants under the Plan.
7.3 No Employment Right. Participation in this Plan shall not be construed as constituting a commitment, guarantee, agreement or understanding of any kind that the Company or any Subsidiary will continue to employ any individual and this Plan shall not be construed or applied as an employment contract or obligation. Nothing in this Plan shall abridge or diminish the rights of the Company or any Subsidiary to determine the terms and conditions of employment of any Participant, officer or other employee or to terminate the employment of any Participant, officer or other employee with or without reason at any time.
7.4 No Assignment or Transfer. Neither a Participant nor any Beneficiary or other representative of a Participant shall have any right to assign, transfer, attach or hypothecate any amount or credit, potential payment or right to future payments of any amount or credit or any other benefit provided under this Plan. Payment of any amount due or to become due under this Plan shall not be subject to the claims of creditors of the Participant or to execution by attachment or garnishment or any other legal or equitable proceeding or process.
7.5 No Limit on Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements. A Participant may have other targets under other plans of the Company. However, no payment under any other plan or arrangement shall be contingent upon failure to attain the criteria for payment of an Incentive Bonus under this Plan.
7.6 Withholding and Payroll Taxes. The Company shall deduct from any payment made under this Plan all amounts required by federal, state, local and foreign tax laws to be withheld and shall subject any payments made under the Plan to all applicable payroll taxes and assessments.
7.7 Incompetent Payee. If the Committee determines that an individual entitled to a payment under this Plan is incompetent, it may cause benefits to be paid to another individual for the use or benefit of the Participant or Beneficiary at the time or times otherwise payable under this Plan in total discharge of the Plan’s obligations to the Participant or Beneficiary.
7.8 Governing Law. The validity, construction and effect of the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.
7.9 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the remaining provisions of the Plan shall not be affected and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

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SECTION 8
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company. No amendment adopted after the shorter of the period ending on the 90th day of a performance period or the date on which 25 percent of a performance period has elapsed may directly or indirectly increase any Incentive Bonus for that Fiscal Year. Except as otherwise provided in this Plan and the applicable objective criteria established pursuant to this Plan for determining the amount of any Incentive Bonus for a Fiscal Year or part thereof, no Incentive Bonuses shall be payable for the Fiscal Year in which the Plan is terminated, or, if later, in which the termination is effective.
SECTION 9
Duration of the Plan
Subject to earlier termination by the Board, this Plan shall terminate without action by the Board as of the date of the first meeting of stockholders held in 2012, unless reapproved by the stockholders at such meeting or earlier. If reapproval occurs, the Plan will terminate as of the date of the first meeting of stockholders in the fifth year following reapproval or any subsequent reapproval. If the Plan terminates under this provision due to lack of reapproval by the stockholders, no Incentive Bonuses shall be awarded for the Fiscal Year in which the Plan terminates.
As amended October 9, 2008.

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Exhibit 10.11
WOLVERINE WORLD WIDE, INC.
AMENDED AND RESTATED
EXECUTIVE LONG-TERM INCENTIVE PLAN
(3-YEAR BONUS PLAN)
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the AMENDED AND RESTATED WOLVERINE WORLD WIDE, INC. EXECUTIVE LONG-TERM INCENTIVE PLAN (3-YEAR BONUS PLAN) (the “Plan”) for its executive officers and key management employees. The Plan amends and restates the Wolverine World Wide, Inc. Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan) previously approved by the stockholders at the 2002 Annual Meeting of Stockholders. The Plan provides for the payment of bonuses to participants based upon the financial performance of the Company, or a Subsidiary, operating division or profit center, over a 3-year period or part thereof.
1.2 Purpose of Plan. The purpose of the Plan is to encourage longer range strategic planning and not stress over-dependence on short-term performance which could hinder long-term increases in stockholder value and/or achievement of a strategic position and/or advantage in the marketplace, to encourage cooperation among all the units of the Company to foster a closer and more cooperative association and sense of teamwork and to encourage executive officers and key management individuals to enter and continue in the employ of the Company. Within that context, the Plan is intended to provide performance-based compensation under Section 162(m) of the Code and shall be interpreted and administered to achieve that purpose.
1.3 Effective Date. The Plan is initially effective as of February 8, 2007. Adoption of the Plan by the Board and payment of Incentive Bonuses pursuant to this Plan shall be contingent upon approval of the Plan by the stockholders of the Company at the 2007 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of the Stockholders. In the absence of such approval, this Plan shall be void.
SECTION 2
Definitions
The following terms have the stated definitions unless a different meaning is plainly required by the context:
2.1 “Act” means the Securities Exchange Act of 1934, as amended.
2.2 “Beneficiary” means the individual, trust or other entity designated by the Participant to receive any amount payable with respect to the Participant under the Plan after the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Committee in a form approved by the Committee. A Participant’s will is not effective for this purpose. If a designation has not been completed properly and filed with the Committee or is ineffective for any other reason, the Beneficiary shall be the Participant’s Surviving Spouse. If there is no effective designation and the Participant does not have a Surviving Spouse, the remaining benefits, if any, shall be paid to the Participant’s estate.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Code” means the Internal Revenue Code of 1986, as amended.
2.5 “Committee” means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least 2 members and all of its members shall be “non-employee directors” as defined in Rule 16b-3 issued under the Act and “outside directors” as defined in the regulations issued under Section 162(m) of the Code.

 

 
2.6 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.
2.7 “Fiscal Year” means the fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time.
2.8 “Incentive Bonus” means a bonus awarded and paid to a Participant for services to the Company during a 3-year period that is based upon achievement of pre-established financial objectives by the Company, or a Subsidiary, operating division or profit center.
2.9 “Market Value” shall equal the closing market price of shares of common stock of the Company on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of common stock of the Company) on the date of grant or reference, or if the New York Stock Exchange (or any such successor) is closed on that date, the last preceding date on which the New York Stock Exchange (or any such successor) was open for trading and on which shares of common stock of the Company were traded.
2.10 “Participant” means an executive officer or key management employee of the Company or its Subsidiaries who is designated as a Participant for a 3-year period.
2.11 “Performance” means the level of achievement by the Company or its Subsidiaries, operating divisions or profit centers of the financial performance criteria established by the Committee pursuant to Section 5.3.
2.12 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.
2.13 “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 the Plan that the Participant survived the spouse.
2.14 “Target Bonus” means the bonus goal established by the Committee for each Participant under Section 5.2(a).
SECTION 3
Administration
3.1 Power and Authority. The Plan shall be administered by the Committee. The Committee may delegate recordkeeping, calculation, payment and other ministerial or administrative functions to individuals designated by the Committee, who may be employees of the Company or its Subsidiaries. Except as limited in this Plan, the Committee shall have all of the express and implied powers and duties set forth in the Plan and shall have full authority and discretion to interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be as effective as if it had been taken at a meeting. The Committee may make such other rules for the conduct of its business and may adopt such other rules, policies and forms for the administration, interpretation and implementation of the Plan as it deems advisable. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive.
3.2 Indemnification of Committee Members. Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each individual who is or has been a member of the Committee, or delegated authority by the Committee, shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with any act or failure to act under the Plan. Each such individual shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

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SECTION 4
Participation
4.1 Participation. For each 3-year period, the Committee shall select the executive officers and key management employees who shall be the Participants for the 3-year period. The Committee may limit the number of executive officers and key management employees who will be Participants for a 3-year period. Executive officers and key management employees shall be designated as Participants within the first 90 days of any 3-year period; provided, that an officer or key employee who is first employed by the Company or a Subsidiary during any 3-year period or who is assigned new duties during any 3-year period may be designated as a Participant for a performance period commencing on the date the officer or key employee assumes his or her new duties through the end of the 3-year period.
4.2 Continuing Participation. Selection as a Participant for a 3-year period or part thereof by the Committee is limited to that 3-year period. An eligible executive officer or key management employee will be a Participant for a 3-year period only if designated as a Participant by the Committee for such 3-year period.
SECTION 5
Performance Goals and Criteria
5.1 Concept. The primary concept of the Plan is to establish financial performance goals for each 3-year time period for the Company. The performance periods are overlapping, beginning every Fiscal Year and ending 3 full Fiscal Years later. The Plan provides for the payment of bonuses to participants based upon the financial performance of the Company over the 3-year period or part thereof.
5.2 Selection of Criteria. The Committee shall pre-establish performance goals for each Participant or group of Participants in the manner and within the time limits specified in this Section 5. For each Participant or group of Participants for each 3-year period or part thereof, the Committee shall specify:
(a) Target Bonus. A Target Bonus, expressed as a specified dollar amount or as a percentage of the Participant’s average annual earned salary;
(b) Incentive Bonus. The Incentive Bonus levels, expressed as a percentage of the Target Bonus, that shall be paid to the Participant at specified levels of Performance by the Company based on the criteria established by the Committee pursuant to Section 5.3;
(c) Performance Measurement. The applicable measurement of Performance under Section 5.3; and
(d) Conditions on Incentive Bonus. Any specific conditions under which an Incentive Bonus specified under (b) above may be reduced or forfeited (but not increased).
The Incentive Bonus levels specified under (b) above may be expressed either as (i) a matrix of percentages of the Target Bonus that will be paid at specified levels of Performance or (ii) a mathematical formula that determines the percentage of the Target Bonus that will be paid at varying levels of Performance.
5.3 Measurement of Performance. Performance of the Company and/or its Subsidiaries, operating divisions or profit centers shall be determined by reference to one or more of the following: net earnings, net earnings before taxes, operating income, revenues, net sales, net sales and other operating income, return on sales, return on equity, earnings per share, total stockholder return, economic value added measurements, return on assets, return on invested capital or any of the foregoing before or after the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges or extraordinary items. These factors could be measured against pre-determined levels or the Company’s relative performance when compared to a pre-established peer group.
5.4 Incentive Bonus Conditioned on Performance. Payment of an Incentive Bonus to a Participant for a 3-year period or part thereof under this Plan shall be entirely contingent upon the Performance criteria established by the Committee pursuant to this Section 5, the satisfaction of which is substantially uncertain when established by the Committee for the 3-year period or part thereof.

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5.5 Time of Determination by Committee. All determinations to be made by the Committee for a 3-year period or part thereof pursuant to this Section 5 shall be made by the Committee during the shorter of the first 90 days of such performance period and the period ending on the date on which 25 percent of the performance period has elapsed.
5.6 Objective Standards. An Incentive Bonus shall be based solely upon objective criteria, consistent with this Section 5, from which an independent third party with knowledge of the facts could determine whether the performance goal or range of goals is met and from that determination could calculate the Incentive Bonus to be paid. Although the Committee has authority to exercise reasonable discretion to interpret this Plan and the criteria it shall specify pursuant to this Section 5 of the Plan, it may not amend or waive such criteria after the shorter of the period ending on the 90th day of a performance period or part thereof or the date on which 25 percent of the performance period has elapsed. The Committee shall have no authority or discretion to increase any Incentive Bonus or to construct, modify or apply the measurement of Performance in a manner that will directly or indirectly increase the Incentive Bonus for any Participant for any 3-year period or part thereof above the amount determined by the applicable objective standards established within the time periods set forth in this Section. The Committee may exercise negative discretion to decrease or eliminate any Incentive Bonus.
SECTION 6
Determination and Payment of Incentive Bonuses
6.1 Committee Certification. The Incentive Bonus for each eligible Participant for a 3-year period or part thereof shall be determined on the basis of the Target Bonus and Performance criteria established by the Committee pursuant to Section 5. The Committee shall determine, and shall certify in writing prior to payment of any Incentive Bonus, that the Company Performance for the 3-year period or part thereof satisfied the Performance criteria established by the Committee for the period. Approved minutes of the Committee shall constitute sufficient written certification for this purpose.
6.2 Partial Period Performance Adjustments. The Incentive Bonus otherwise payable to a Participant for a 3-year period or part thereof shall be adjusted as follows:
(a) Retirement, Death or Total Disability. If a Participant ceases to be a Participant before the end of any 3-year period and more than 12 months after the beginning of such 3-year period because of death, normal or early retirement under the Company’s retirement plan, as then in effect, or total disability under the Company’s long-term disability plan, an award shall be paid to the Participant or the Participant’s Beneficiary after the end of such 3-year period prorated as follows: the award, if any, for such 3-year period shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire performance period, multiplied by the ratio of the Participant’s full months as a Participant during that performance period to the total number of months in that performance period. The award, if any, shall only be made in the form of a cash payout. Notwithstanding the foregoing, the Committee shall have discretion to reduce or eliminate any Incentive Bonus otherwise payable pursuant to this Section.
(b) Reassignment of Duties. If a Participant is reassigned employment duties before the end of any 3-year period, an award shall be paid to the Participant after the end of such 3-year period prorated as follows: the award shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire performance period, multiplied by the ratio of the Participant’s full months as a Participant during that performance period prior to the reassignment to the total number of months in that performance period. If such Participant is designated as a Participant in his or her new position, an additional award shall be paid to the Participant after the end of such 3-year period prorated as follows: the award shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire performance period, multiplied by the ratio of the Participant’s months as a Participant during that performance period after the reassignment (rounded up to the next full month) to the total number of months in that performance period.
(c) Other Termination. If an employee ceases to be a Participant during any 3-year period(s), or prior to actual receipt of the award for a previous period because of the Participant’s termination of employment for any reason other than described in Section 6.2(a), the Participant will not be entitled to any award for such 3-year period. If a Participant continues in Wolverine’s employment but no longer is approved by the Committee to participate in future 3-year periods, the Participant shall be eligible for a prorated award determined in the same manner set forth in Section 6.2(a). Notwithstanding the foregoing, the Committee shall have discretion to reduce or eliminate any Incentive Bonus otherwise payable pursuant to this Section.

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6.3 Maximum Incentive Bonus. The Incentive Bonus for any Participant for a 3-year period shall not, in any event, exceed $1,800,000.
6.4 Payment to Participant or Beneficiary. The Incentive Bonus of each Participant shall be paid to the Participant, or the Beneficiary of any deceased Participant, by the Company as soon as feasible following final determination and certification by the Committee of the amount payable; provided, however, in no event will the Incentive Bonus be paid later than the fifteenth day of the third month following the end of the third Fiscal Year of the Incentive Bonus 3-year period for which the Performance criteria have been satisfied.
6.5 Manner of Payment. Unless the Committee determines otherwise, each Participant will receive his or her Incentive Bonus in cash. The Committee may, in its discretion, determine to pay all or part of a Participant’s Incentive Bonus in the form of stock (restricted or unrestricted). The Company will make the cash payment as soon as feasible following final determination and certification by the Committee of the amount payable; provided, however, in no event will the Incentive Bonus be paid later than the fifteenth day of the third month following the end of the third Fiscal Year of the Incentive Bonus 3-year period for which the Performance criteria have been satisfied.
6.6 Stock Payment. The Committee may determine to pay all or part of an Incentive Bonus using restricted or unrestricted stock. In such a case, each Participant will receive a grant of stock under the Company’s existing stockholder approved plans on the same date the cash payment is made pursuant to Section 6.5. The number of shares of stock a Participant shall receive will equal the Incentive Bonus (or part thereof) divided by the Market Value of the Company’s common stock on the date of grant, rounded to the nearest whole share. Each award of stock shall be evidenced by a stock agreement containing such terms and conditions, including vesting schedules, consistent with the provisions of this Plan and the plan under which the stock is so awarded.
SECTION 7
General Provisions
7.1 Benefits Not Guaranteed. Neither the establishment and maintenance of the Plan nor participation in the Plan shall provide any guarantee or other assurance that an Incentive Bonus will be payable under the Plan.
7.2 No Right to Participate. Nothing in this Plan shall be deemed or interpreted to provide a Participant or any non-participating employee any contractual right to participate in or receive benefits under the Plan. No designation of an employee as a Participant for any 3-year period shall create a right to an Incentive Bonus under the Plan for any other 3-year period. There is no obligation of uniformity of treatment of employees, eligible officers or Participants under the Plan.
7.3 No Employment Right. Participation in this Plan shall not be construed as constituting a commitment, guarantee, agreement or understanding of any kind that the Company or any Subsidiary will continue to employ any individual and this Plan shall not be construed or applied as an employment contract or obligation. Nothing in this Plan shall abridge or diminish the rights of the Company or any Subsidiary to determine the terms and conditions of employment of any Participant, officer or other employee or to terminate the employment of any Participant, officer or other employee with or without reason at any time.
7.4 No Assignment or Transfer. Neither a Participant nor any Beneficiary or other representative of a Participant shall have any right to assign, transfer, attach or hypothecate any amount or credit, potential payment or right to future payments of any amount or credit or any other benefit provided under this Plan. Payment of any amount due or to become due under this Plan shall not be subject to the claims of creditors of the Participant or to execution by attachment or garnishment or any other legal or equitable proceeding or process.

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7.5 No Limit on Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements. A Participant may have other targets under other plans of the Company. However, no payment under any other plan or arrangement shall be contingent upon failure to attain the criteria for payment of an Incentive Bonus under this Plan.
7.6 Withholding and Payroll Taxes. The Company shall deduct from any payment made under this Plan all amounts required by federal, state, local and foreign tax laws to be withheld and shall subject any payments made under the Plan to all applicable payroll taxes and assessments.
7.7 Incompetent Payee. If the Committee determines that an individual entitled to a payment under this Plan is incompetent, it may cause benefits to be paid to another individual for the use or benefit of the Participant or Beneficiary at the time or times otherwise payable under this Plan in total discharge of the Plan’s obligations to the Participant or Beneficiary.
7.8 Governing Law. The validity, construction and effect of the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.
7.9 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the remaining provisions of the Plan shall not be affected and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
SECTION 8
Termination and Amendment
The Board may terminate the Plan at any time or may from time to time amend the Plan as it deems proper and in the best interests of the Company. No amendment adopted after the shorter of the period ending on the 90th day of a performance period or the date on which 25 percent of the performance period has elapsed may directly or indirectly increase the amount of any Incentive Bonus, or alter the objective criteria in a manner which will increase any Incentive Bonus, for that 3-year period or part thereof. Except as otherwise provided in this Plan and the applicable objective criteria established pursuant to this Plan for determining the amount of any Incentive Bonus for a 3-year period or part thereof, no Incentive Bonuses shall be payable for the 3-year period in which the Plan is terminated, or, if later, in which the termination is effective.
SECTION 9
Duration of the Plan
Subject to earlier termination by the Board, this Plan shall terminate without action by the Board as of the date of the first meeting of the stockholders in 2012 unless reapproved by the stockholders at that meeting or any earlier meeting. If reapproval occurs, the Plan will terminate as of the date of the first meeting of the stockholders in the fifth year following reapproval and each subsequent reapproval unless reapproved on or before the termination date. If the Plan terminates under this provision due to lack of reapproval by the stockholders, Incentive Bonuses shall be paid for the 3-year periods already commenced before the date of termination of the Plan, except for the 3-year period that initially began in the year the Plan terminates.
As amended October 9, 2008.

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Exhibit 10.13
Exhibit 10.13
The following current executive officers have entered into Executive Severance Agreements with the Company in the form filed herewith. The information listed below is inserted into the blanks for the respective executive officer’s Executive Severance Agreement.
 	 	 	 	 	 	 	
 	 	Salary Multiplier	 	 	 	Change of Control	
 	 	Rate	 	Termination Period	 	Continuation Period	
 	 	(Section 4(a)(4))	 	(Section 1(a))	 	(Section 2)	
 	 	 	 	 	 	 	
Blake W. Krueger	 	3	 	3 years	 	36 months	
Kenneth A. Grady	 	2	 	2 years	 	24 months	
Donald T. Grimes	 	2	 	2 years	 	24 months	
Pamela L. Linton	 	2	 	2 years	 	24 months	
Michael F. McBreen	 	2	 	2 years	 	24 months	
James D. Zwiers	 	2	 	2 years	 	24 months	

Exhibit 10.26
 	 	 	
Option No.:	 	Grantee:	
 	 	 	
Grant Date:	 	Expiration Date:	
 	 	 	
Number of Shares:	 	Exercise Price:	
WOLVERINE WORLD WIDE, INC.
 
NON-QUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO
2005 STOCK INCENTIVE PLAN
 
This Non-qualified Stock Option Agreement (the “Agreement”) is made as of the Grant Date set forth above by and between WOLVERINE WORLD WIDE, INC. (“Wolverine”), and the grantee named above (the “Grantee”).
The Wolverine World Wide, Inc. 2005 Stock Incentive Plan (the “Plan”) is administered by the Compensation Committee of Wolverine’s Board of Directors (the “Committee”). The Committee has determined that Grantee is eligible to participate in the Plan. The Committee grants to the Grantee an option to purchase shares of Wolverine’s common stock, $1 par value (“Common Stock), from Wolverine. This option is a non-qualified option and is not an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). All of the rights of the Grantee are subject to the terms, conditions and provisions of the Plan, which are incorporated by reference into this Agreement. Unless otherwise indicated, all terms used in this Agreement shall have the meanings given such terms in the Plan.
The Grantee acknowledges receipt of a copy of the Plan and the Plan Description and accepts this option subject to all of the terms, conditions and provisions of the Plan, and subject to the following further conditions:
1. Price. The price of the shares of Common Stock to be purchased upon exercise of this option shall be                      Dollars (                      ) per share (subject to adjustment as provided in the Plan).

 

 
2. Term and Delayed Vesting. The right to exercise this option begins on the Grant Date shown above and shall terminate on the Expiration Date shown above, unless earlier terminated under the Plan by reason of termination of employment or officer status. The Grantee’s right to exercise this option shall vest as follows:  one-third of the shares optioned under this Agreement shall vest at the end of the first, second, and third year anniversary following the date of this Agreement, respectively.  The Committee may, in its sole discretion, accelerate vesting of the option at any time before full vesting. The Grantee shall deliver to Wolverine at the time of payment an executed notice of exercise in the form of  Exhibit A , which shall be effective upon receipt by the Chief Financial Officer at Wolverine’s main office, accompanied by full payment (as set forth below) of the option price. Wolverine will deliver to the Grantee such shares in certificate or electronic form; provided, however,  that the time of delivery may be postponed for such period as may be required for Wolverine with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of the New York Stock Exchange or the Pacific Exchange. If the Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, the Grantee’s right to exercise the option with respect to such undelivered shares shall terminate.
3. RegistrationandListing. The stock options granted under this Agreement are conditional upon (a) the effective registration or exemption of the Plan, the options granted under the Plan and the stock to be received upon exercise of options under the Securities Act of 1933 and applicable state or foreign securities laws, and (b) the effective listing of the stock on the New York Stock Exchange and the Pacific Exchange.
4. Exercise. Grantee shall exercise this option by giving Wolverine a written notice of the exercise of this option in the form of  Exhibit A  hereto. The notice shall set forth the number of shares to be purchased. The notice shall be effective when received by the Chief Financial Officer at Wolverine’s main office, accompanied by full payment (as set forth below) of the option price. Wolverine will deliver to Grantee a certificate or certificates for such shares:  provided, however,  that the time of delivery may be postponed for such period as may be required for Wolverine with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of the New York Stock Exchange and the Pacific Exchange. If Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, Grantee’s rights to exercise the option with respect to such undelivered shares shall terminate.

 

 
5. PaymentbyGrantee. The exercise price for each share purchased under this option shall be payable in cash (or by certified check, bank draft or money order), in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or, if the Committee consents, in other consideration substantially equivalent to cash. The Committee may permit payment of all or a portion of the exercise price in the form of a promissory note or installments according to terms approved by the Committee and under the terms of Wolverine’s then existing Stock Option Loan Program. The Board of Directors of Wolverine may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.
6. TaxWithholding. Wolverine or one of its subsidiaries shall be entitled to (a) withhold and deduct from the Grantee’s future wages (or from other amounts that may be due and owing to the Grantee from Wolverine or a subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related taxes attributable to the option granted under this Agreement, including, without limitation, the grant, exercise, or vesting of the option; or (b) require the Grantee promptly to remit the amount of such withholding to Wolverine or a subsidiary before taking any action with respect to the option. Unless the Committee provides otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or by delivery to Wolverine of previously owned Common Stock.
7. Transferability. This option shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the term of the option except by will or the laws of descent or distribution, except that the Grantee may transfer or assign the option to the Grantee and Grantee’s spouse as joint tenants with right of survivorship, or to a revocable grantor trust established by the employee, or other acceptable form of ownership approved by the Committee in which the option is considered to continue to be beneficially owned by the employee for Federal income tax purposes and for purposes of the Federal securities laws as they may be amended from time to time. As a condition to the transfer or assignment of the option, the transferee must execute a written agreement permitting Wolverine or a subsidiary to withhold from the shares subject to the option a number of shares having a Market Value at least equal to the amount of any federal, state, local or foreign withholding or other taxes associated with or resulting from the exercise of the option and agreeing to the terms and conditions and restrictions under which the option is issued under the Plan and the Agreement.
8. Acceleration. This option shall be immediately exercisable in the event of any Change in Control of Wolverine. “Change in Control” is defined in the Plan.

 

 
9. TerminationofEmploymentorOfficerStatus. This option shall terminate at the times provided in the Plan after the death or termination of the employment or officer status of the Grantee with Wolverine or any of its Subsidiaries, except as otherwise set forth in this Section. Notwithstanding, any provisions contained in the Plan, a portion of this option shall vest and be immediately exercisable upon the following events resulting in termination of employment or officer status: (a) death; (b) disability (as defined in Wolverine’s Long-Term Disability Plan); or (c) voluntary termination by a Participant of all employment and/or officer status with Wolverine and its subsidiaries after the Participant has attained (i) 50 years of age and seven years of service (as an employee and/or officer of Wolverine or its Subsidiaries), (ii) 62 years of age, or (iii) such other age, period or conditions of service as may be determined by the Committee in its sole discretion, (collectively any of (a), (b), or (c) shall be an “Acceleration Event”). Upon the occurrence of an Acceleration Event, the percentage of this option that shall vest and be immediately exercisable shall be determined by dividing the number of full calendar months between the date of this Agreement and the date of the Acceleration Event by 12 and in no event may the percentage accelerated exceed 100%. For example, if a stock option grant occurs on February 15 of a given year and the Acceleration Event occurs on November 15 of such year, 66.67% of the option would be accelerated (8 full calendar months divided by 12) upon the occurrence of the Accelerated Event.
10. CorporateChanges. In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares covered by this option, and the exercise price, are subject to adjustment as provided in the Plan.
11. Administration. The Committee has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and procedures for the administration of the Plan, except as limited by the Plan or as may be necessary to assure that the Plan provides performance-based compensation under Section 162(m) of the Code. All determinations made by the Committee shall be final and conclusive.
12. StockholderRights. The Grantee shall have no rights as a stockholder with respect to any shares covered by this option until the date of the issuance of a stock certificate to the Grantee for such shares.
13. EmploymentbyWolverine. The grant of this option shall not impose upon Wolverine or any subsidiary any obligation to retain the Grantee in its employ for any given period or upon any specific terms of employment. Wolverine or any subsidiary may at any time dismiss the Grantee from employment, free from any liability or claim under the Plan, unless otherwise expressly provided in any written agreement with the Grantee.

 

 
14. Illegality. The Grantee will not exercise this option, and Wolverine will not be obligated to issue any shares to the Grantee under this option, if the exercise thereof or the issuance of such shares shall constitute a violation by the Grantee or Wolverine of any provisions of any law, order or regulation of any governmental authority.
15. Certifications. The Grantee acknowledges that he or she has been furnished and has read the most recent Annual Report to Stockholders of Wolverine and the Plan Description relating to the Plan. The Grantee hereby represents and warrants that the Grantee is acquiring the option granted under this Agreement for the Grantee’s own account and investment and without any intent to resell or distribute the shares upon exercise of the option. The Grantee shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as Wolverine may reasonably specify to ensure compliance with federal and state securities laws.
16. AgreementControls. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of this Agreement shall control.
17. EffectiveDate. This option shall be effective as of the date set forth at the top of this Agreement.
This option has been issued by the Compensation Committee of Wolverine.
 	 	 	 	 	
 	 	WOLVERINE WORLD WIDE, INC.	 	 	
 	 	 	 	 	
 	 	  Donald T. Grimes	 	 	
 	 	Executive Vice President and Chief Financial Officer	 	 	
 	 	“Wolverine”	 	 	
 	 	 	 	 	
 	 	X	 	 	
 	 	 	 	 	
 	 	(Signature)	 	 	
 	 	 	 	 	
 	 	  (Print Name)	 	 	
 	 	“Grantee”	 	 	

 

Exhibit 10.27
 	 	 	
Option No.:	 	Grantee:	
 	 	 	
Grant Date:	 	Expiration Date:	
 	 	 	
Number of Shares:	 	Exercise Price:	
WOLVERINE WORLD WIDE, INC.
 
NON-QUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO
2005 STOCK INCENTIVE PLAN
 
This Non-qualified Stock Option Agreement (the “Agreement”) is made as of the Grant Date set forth above by and between WOLVERINE WORLD WIDE, INC. (“Wolverine”), and the grantee named above (the “Grantee”).
The Wolverine World Wide, Inc. 2005 Stock Incentive Plan (the “Plan”) is administered by the Compensation Committee of Wolverine’s Board of Directors (the “Committee”). The Committee has determined that Grantee is eligible to participate in the Plan. The Committee grants to the Grantee an option to purchase shares of Wolverine’s common stock, $1 par value (“Common Stock), from Wolverine. This option is a non-qualified option and is not an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). All of the rights of the Grantee are subject to the terms, conditions and provisions of the Plan, which are incorporated by reference into this Agreement. Unless otherwise indicated, all terms used in this Agreement shall have the meanings given such terms in the Plan.
The Grantee acknowledges receipt of a copy of the Plan and the Plan Description and accepts this option subject to all of the terms, conditions and provisions of the Plan, and subject to the following further conditions:
1. Price. The price of the shares of Common Stock to be purchased upon exercise of this option shall be _____ Dollars (_____) per share (subject to adjustment as provided in the Plan).

 

 
2. Term and Delayed Vesting. The right to exercise this option begins on the Grant Date shown above and shall terminate on the Expiration Date shown above, unless earlier terminated under the Plan by reason of termination of employment or officer status. The Grantee’s right to exercise this option shall vest as follows:  one-third of the shares optioned under this Agreement shall vest at the end of the first, second, and third year anniversary following the date of this Agreement, respectively.  The Committee may, in its sole discretion, accelerate vesting of the option at any time before full vesting. The Grantee shall deliver to Wolverine at the time of payment an executed notice of exercise in the form of  Exhibit A , which shall be effective upon receipt by the Chief Financial Officer at Wolverine’s main office, accompanied by full payment (as set forth below) of the option price. Wolverine will deliver to the Grantee such shares in certificate or electronic form; provided, however,  that the time of delivery may be postponed for such period as may be required for Wolverine with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of the New York Stock Exchange. If the Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, the Grantee’s right to exercise the option with respect to such undelivered shares shall terminate.
3. RegistrationandListing. The stock options granted under this Agreement are conditional upon (a) the effective registration or exemption of the Plan, the options granted under the Plan and the stock to be received upon exercise of options under the Securities Act of 1933 and applicable state or foreign securities laws, and (b) the effective listing of the stock on the New York Stock Exchange and the Pacific Exchange.
4. Exercise. Grantee shall exercise this option by giving Wolverine a written notice of the exercise of this option in the form of  Exhibit A  hereto. The notice shall set forth the number of shares to be purchased. The notice shall be effective when received by the Chief Financial Officer at Wolverine’s main office, accompanied by full payment (as set forth below) of the option price. Wolverine will deliver to Grantee a certificate or certificates for such shares:  provided, however,  that the time of delivery may be postponed for such period as may be required for Wolverine with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of the New York Stock Exchange and the Pacific Exchange. If Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, Grantee’s rights to exercise the option with respect to such undelivered shares shall terminate.
5. PaymentbyGrantee. The exercise price for each share purchased under this option shall be payable in cash (or by certified check, bank draft or money order), in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or, if the Committee consents, in other consideration substantially equivalent to cash. The Committee may permit payment of all or a portion of the exercise price in the form of a promissory note or installments according to terms approved by the Committee and under the term’s of Wolverine’s then existing Stock Option Loan Program. The Board of Directors of Wolverine may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.

 

 
6. TaxWithholding. Wolverine or one of its subsidiaries shall be entitled to (a) withhold and deduct from the Grantee’s future wages (or from other amounts that may be due and owing to the Grantee from Wolverine or a subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related taxes attributable to the option granted under this Agreement, including, without limitation, the grant, exercise, or vesting of the option; or (b) require the Grantee promptly to remit the amount of such withholding to Wolverine or a subsidiary before taking any action with respect to the option. Unless the Committee provides otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or by delivery to Wolverine of previously owned Common Stock.
7. Transferability. This option shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated during the term of the option except by will or the laws of descent or distribution.
8. Acceleration. This option shall be immediately exercisable in the event of any Change in Control of Wolverine. “Change in Control” is defined in the Plan.
9. TerminationofEmploymentorOfficerStatus. This option shall terminate at the times provided in the Plan after the death or termination of the employment or officer status of the Grantee with Wolverine or any of its Subsidiaries, except as otherwise set forth in this Section. Notwithstanding, any provisions contained in the Plan, a portion of this option shall vest and be immediately exercisable upon the following events resulting in termination of employment or officer status: (a) death; (b) disability (as defined in Wolverine’s Long-Term Disability Plan); or (c) voluntary termination by a Participant of all employment and/or officer status with Wolverine and its subsidiaries after the Participant has attained (i) 50 years of age and seven years of service (as an employee and/or officer of Wolverine or its Subsidiaries), (ii) 62 years of age, or (iii) such other age, period or conditions of service as may be determined by the Committee in its sole discretion, (collectively any of (a), (b), or (c) shall be an “Acceleration Event”). Upon the occurrence of an Acceleration Event, the percentage of this option that shall vest and be immediately exercisable shall be determined by dividing the number of full calendar months between the date of this Agreement and the date of the Acceleration Event by 12 and in no event may the percentage accelerated exceed 100%. For example, if a stock option grant occurs on February 15 of a given year and the Acceleration Event occurs on November 15 of such year, 66.67% of the option would be accelerated (8 full calendar months divided by 12) upon the occurrence of the Accelerated Event.
10. CorporateChanges. In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares covered by this option, and the exercise price, are subject to adjustment as provided in the Plan.

 

 
11. Administration. The Committee has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and procedures for the administration of the Plan, except as limited by the Plan or as may be necessary to assure that the Plan provides performance-based compensation under Section 162(m) of the Code. All determinations made by the Committee shall be final and conclusive.
12. StockholderRights. The Grantee shall have no rights as a stockholder with respect to any shares covered by this option until the date of the issuance of a stock certificate to the Grantee for such shares.
13. EmploymentbyWolverine. The grant of this option shall not impose upon Wolverine or any subsidiary any obligation to retain the Grantee in its employ for any given period or upon any specific terms of employment. Wolverine or any subsidiary may at any time dismiss the Grantee from employment, free from any liability or claim under the Plan, unless otherwise expressly provided in any written agreement with the Grantee.
14. Illegality. The Grantee will not exercise this option, and Wolverine will not be obligated to issue any shares to the Grantee under this option, if the exercise thereof or the issuance of such shares shall constitute a violation by the Grantee or Wolverine of any provisions of any law, order or regulation of any governmental authority.
15. Certifications. The Grantee acknowledges that he or she has been furnished and has read the most recent Annual Report to Stockholders of Wolverine and the Plan Description relating to the Plan. The Grantee hereby represents and warrants that the Grantee is acquiring the option granted under this Agreement for the Grantee’s own account and investment and without any intent to resell or distribute the shares upon exercise of the option. The Grantee shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as Wolverine may reasonably specify to ensure compliance with federal and state securities laws.
16. AgreementControls. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of this Agreement shall control.
17. EffectiveDate. This option shall be effective as of the date set forth at the top of this Agreement.

 

 
This option has been issued by the Compensation Committee of Wolverine.
 	 	 	 	 	 	 	
 	 	WOLVERINE WORLD WIDE, INC.	 	 	

 	 	Donald T. Grimes	 	 	
 	 	Senior Vice President and Chief Financial Officer	 	 	
 	 	“Wolverine”	 	 	
 	 	 	 	 	 	 	
 	 	X	 	 	 	 	
 	 	 	 	  (Signature)	 	 	

 	 	(Print Name)	 	 	
 	 	 	 	 	 	 	
 	 	“Grantee”	 	 	

 

Exhibit 10.28
 	 	 	
Employee:	 	Number of Shares:	
 	 	 	
 	 	Date of Award:	
 	 	 	
 	 	Performance Restricted Stock Number:	
 	 	 	
 	 	Performance Period:	
PERFORMANCE SHARE AWARD AGREEMENT
This Performance Share Award Agreement (“Agreement”) is made as of the award date set forth above, between WOLVERINE WORLD WIDE, INC., a Delaware corporation (“Wolverine” or the “Company”), and the employee named above (“Employee”).
Wolverine World Wide, Inc. has an Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan) that the Compensation Committee of Wolverine’s Board of Directors (the “Committee”) administers. The Committee makes long term incentive awards to encourage longer range strategic planning, cooperation among all the units of the Company, and executive officers and key management individuals to enter and continue in the employ of the Company. Wolverine has an Amended and Restated Stock Incentive Plan of 2005 (the “Plan”) that also is administered by the Committee, under which the Committee may award restricted stock as all or part of a long term incentive award. Both the 3-Year Bonus Plan and the Plan have been approved by the Company’s shareholders.
The Committee has determined that Employee is eligible to participate in the Plan for a long term incentive award. The Committee has awarded to Employee shares of Wolverine’s common stock subject to terms, conditions and restrictions contained in this Agreement and in the Plan (the “Performance Share Award”). Employee acknowledges receipt of a copy of the Plan and accepts this Performance Share Award subject to all of those terms, conditions and restrictions.
1. Award. Wolverine hereby awards to Employee a number of shares of Wolverine’s common stock, $1 par value, as set forth above (the “Performance Restricted Stock”). The Performance Restricted Stock is subject to the restrictions imposed under this Agreement and the Plan (“Stock Restrictions”). The periods during which Performance Restricted Stock is subject to the Stock Restrictions shall be known as “Restricted Periods.” Unless otherwise determined by the Committee, Employee’s “Incentive Award” will be the number of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse.
2. Transferability. Until the Stock Restrictions lapse as set forth in section 3 below, the Plan provides that Performance Restricted Stock is generally not transferable by Employee except by will or according to the laws of descent and distribution. The Plan further provides that all rights with respect to the Performance Restricted Stock are exercisable during Employee’s lifetime only by Employee, Employee’s guardian, or legal representative. Wolverine shall place an appropriate legend upon any certificate representing shares of Performance Restricted Stock 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 or by action of the Committee, the Stock Restrictions imposed on the Performance Restricted Stock shall lapse as set forth in Schedule 1.

 

 
4. Registration and Listing; Securities Laws.
(a) The Performance Share Award is conditioned upon (i) the effective registration or exemption of the Plan and the Performance Restricted Stock granted there under the Securities Act of 1933 and applicable state or foreign securities laws, and (ii) the effective listing of the common stock on the New York Stock Exchange.
(b) Employee hereby represents and warrants that Employee is receiving the Performance Restricted Stock for Employee’s own account and investment and without any intent to resell or distribute the Performance Restricted Stock. Employee shall not resell or distribute the Performance Restricted Stock after any Restricted Period except in compliance with such conditions as Wolverine may reasonably specify to ensure compliance with federal and state securities laws.
5. Termination of Employment Status.
(a) Except as set forth in subsection (b), Employee:
(i) must be an employee of the Company or one of its Subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria for the Stock Restrictions to lapse on any portion of the Performance Share Award (the performance criteria being Cumulative BVA and Cumulative EPS, as defined in Schedule 1); and
(ii) shall forfeit the entire Performance Share Award if, before such certification, Employee’s employment with Wolverine and its Subsidiaries terminates (the “Employment Termination”) or the Committee terminates Employee’s Performance Share Award for the Performance Period (“Award Termination”).
(b) If the Employment Termination is:
(i) due to Employee’s:
(1) disability (as defined in Wolverine’s long-term disability plan);
(2) death;
(3) voluntary termination after Employee has attained 50 years of age and seven years of service as an employee of Wolverine or its Subsidiaries, or 62 years of age, or such other age or years of service as may be determined by the Committee in its sole discretion; or
(ii) due to such other circumstances as the Committee in its discretion allows;
then the number of shares of Performance Restricted Stock on which the Stock Restrictions lapse at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as the Committee directs. If there is an Award Termination, the Committee may in its discretion allow the Stock Restrictions to lapse on some or all of the Performance Restricted Stock, calculated as set forth in subsection (c) or in such other manner as the Committee directs.
(c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Schedule 1, the number of shares on which the Stock Restrictions would have lapsed if Employee’s employment or Performance Share Award had not been terminated prior to the certification. That number of shares shall then be multiplied by a fraction, the numerator of which shall be the number of full months during the Performance Period prior to the Employment Termination or Award Termination (as applicable) and the denominator of which shall be the total number of months in the Performance Period. The result of the calculation in the preceding sentence shall be the Employee’s “Prorated Incentive Award” for the Performance Period, which will be the number of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse. The remainder of the Performance Share Award shall be forfeited.

2

 
6. Employment by Wolverine. The award of Performance Restricted Stock under this Agreement shall not impose upon Wolverine or any of its Subsidiaries any obligation to retain Employee in its employ for any given period or upon any specific terms of employment. Wolverine or any of its Subsidiaries may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in any written agreement with Employee.
7. Stockholder Rights. During the Restricted Period, Employee shall have all voting and liquidation rights with respect to the Performance Restricted Stock held of record by Employee as if Employee held unrestricted common stock; provided, however, that the portion of any Performance Share Award on which the Stock Restrictions have not lapsed shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this Agreement or the Plan. Any cash and stock dividends with respect to any Performance Restricted Stock will be withheld by the Company for the Award Recipient’s account and will be paid upon the lapsing of the Stock Restrictions imposed on the Performance Restricted Stock in respect of which the dividends were paid, and any dividends deferred in respect of any Performance Restricted Stock will be forfeited upon the forfeiture of such Performance Restricted Stock. Any noncash dividends or distributions paid with respect to shares of Performance Restricted Stock on which the Stock Restrictions have not lapsed shall be subject to the same restrictions as those relating to the Performance Restricted Stock awarded under this Agreement. After the restrictions applicable to the Performance Restricted Stock lapse, Employee shall have all stockholder rights, including the right to transfer the shares, subject to such conditions as Wolverine may reasonably specify to ensure compliance with federal and state securities laws.
8. Withholding. Wolverine and any of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to the Performance Restricted Stock award under this Agreement, including, without limitation, the award or lapsing of Stock Restrictions on the Performance Restricted Stock; or (b) require Employee promptly to remit the amount of such withholding to Wolverine or a subsidiary before taking any action with respect to the Performance Restricted Stock. Unless the Committee provides otherwise, withholding may be satisfied by withholding common stock to be received or by delivery to Wolverine or a subsidiary of previously owned common stock of Wolverine.
9. Effective Date. This award of Performance 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.

3

 
11. Agreement Controls. The Plan is incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control.
 	 	 	 	 	
 	 	WOLVERINE WORLD WIDE, INC.	

 	 	By	 	 	
 	 	 	 	 	
 	 	 	 	Donald T. Grimes	
 	 	 	 	Senior Vice President, Chief Financial Officer and Treasurer	

 	 	Employee Signature	

 	 	 	
 	 	Print name	

4

 
The “Incentive Award” for the Employee will be the number of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse, calculated as:
rounded up to the nearest whole number, where:
Overall Award Percentage will be the sum of (i) the BVA Award Percentage multiplied by the BVA Factor, and (ii) the EPS Award Percentage multiplied by the EPS Factor, but in no event shall the Overall Award Percentage exceed the Award Cap for the Employee. If the Overall Award Percentage calculated for the Employee is greater than the Award Cap, the Overall Award Percentage shall be reduced to the Award Cap to calculate the Incentive Award.
1. BVA Award Percentage will be calculated as follows:
If the Cumulative BVA is < Threshold BVA, BVA Award Percentage = 0%
If the Cumulative BVA is ³ Threshold BVA and < Target BVA, BVA Award Percentage =

If the Cumulative BVA is ³ Target BVA and < Goal BVA, BVA Award Percentage =

If the Cumulative BVA is ³ Goal BVA and < Stretch BVA, BVA Award Percentage =

If the Cumulative BVA is ³ Stretch BVA, BVA Award Percentage = Award Cap
2. EPS Award Percentage will be calculated as follows:
If the Cumulative EPS is < Threshold EPS, EPS Award Percentage = 0%
If the Cumulative EPS is ³ Threshold EPS and < Target EPS, EPS Award Percentage =

If the Cumulative EPS is ³ Target EPS and < Goal EPS, EPS Award Percentage =

If the Cumulative EPS is ³ Goal EPS and < Stretch EPS, EPS Award Percentage =

If the Cumulative EPS is ³ Stretch EPS, EPS Award Percentage = Award Cap

 

 
and the other defined terms shall have the following meanings:
 	 	 	
Actual Average Earnings	 	The Employee’s actual average earnings during the Performance Period.	
 	 	 	
Award Cap	 	The maximum percentage of the Incentive Award that the Employee may receive for the Performance Period upon achievement of “stretch” goal, as set by the Compensation Committee.	
 	 	 	
Award Recipient	 	An employee of the Company to whom the Compensation Committee of the Board of Directors or the Board of Directors grants a Performance Share Award, for such portion of the Performance Period as the Committee determines.	
 	 	 	
BVA	 	An economic value added measurement that equals the operating income for a Fiscal Year reduced by (i) a provision for income taxes equal to the operating income multiplied by the Company’s total effective tax rate for the same Fiscal Year; and (ii) a capital charge equal to a two-point average of “net operating assets” at the beginning and end of a Fiscal Year (with “net operating assets” defined as the net of trade receivables (net of reserves), inventory (net of reserves), other current assets, property, plant and equipment, trade payables and accrued liabilities) multiplied by 10%.	
 	 	 	
BVA Factor	 	As set by the Compensation Committee.	
 	 	 	
Cumulative BVA	 	The sum of the BVA for each of the 2009, 2010 and 2011 Fiscal Years.	
 	 	 	
Cumulative EPS	 	The sum of the EPS for each of the 2009, 2010 and 2011 Fiscal Years.	
 	 	 	
EPS	 	The total after-tax profits for a Fiscal Year divided by the fully-diluted weighted average shares outstanding during the Fiscal Year.	
 	 	 	
EPS Factor	 	As set by the Compensation Committee.	
 	 	 	
Fiscal Year	 	The fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time.	
 	 	 	
Incentive Award Percentage	 	As set by the Compensation Committee.	
 	 	 	
Market Price	 	The closing market price of shares of Common Stock reported on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Common Stock) on the date the award is granted by the Compensation Committee.	
 	 	 	
Stock Restrictions	 	Restrictions on the common stock covered by the Performance Share Award.	
 	 	 	
Threshold BVA, Target BVA, Goal BVA, and Stretch BVA	 	As set by the Compensation Committee.	
 	 	 	
Threshold EPS, Target EPS,
Goal EPS, and Stretch EPS	 	As set by the Compensation Committee.	
SCHEDULE 1 – 2

 

Exhibit 10.30
BLAKE W. KRUEGER
SEPARATION AGREEMENT
FIRST AMENDMENT
This First Amendment (the “First Amendment”) dated as of December 11, 2008, amends the Separation Agreement (“Agreement”) entered into as of March 13, 2008, by and between Blake W. Krueger (“ Executive ”) and Wolverine World Wide, Inc. (“ Company ”).
RECITALS
A. The Agreement contains certain provisions relating to the Wolverine World Wide, Inc. Supplemental Executive Retirement Plan (the “SERP”).
B. The Company’s Board of Directors approved amendments to the SERP to comply with Internal Revenue Code Section 409A and to otherwise modify the provisions of the SERP. The Company and the Executive want to amend the Agreement to clarify that the benefits provided to the Executive under the Agreement with respect to the SERP continue to apply with respect to the amended SERP.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as set forth below.
1. Section 1.2 of the Agreement is hereby deleted in its entirety and the following provision substituted in its entirety as Section 1.2:
A separation payment equal to the Executive’s base monthly salary as of the termination date multiplied by eighteen (18) (the “ Separation Payment ”), less applicable tax and other withholdings required by law. The Company will pay the Separation Payment in one lump sum payment within three (3) business days of the termination date. If (1) the Company’s Board of Directors waive the Competitive Activity covenant in Section 6.2 of the Wolverine World Wide, Inc. Supplemental Executive Retirement Plan and Section 6.2 of the Wolverine World Wide, Inc. 409A Supplement Executive Retirement Plan as provided for under  Section 1.6  of this Agreement, and (2) the Executive begins new employment with a Competing Business within eighteen (18) months following the termination date, then for each month during such eighteen (18) month period when Executive is employed with a Competing Business, the Executive will repay to the Company the salary paid to Executive by the Competing Business in such month up to (but not exceeding) one-eighteenth of the Separation Payment less applicable tax and other withholdings required by law. For purposes of this provision, a “ Competing Business ” is (1) any of the fourteen companies included within the Company’s “ Peer Group ” as defined and set forth in the Company’s three year plan prior to the termination date, and (2) any business that is a direct competitor of a core business of the Company.

 
2. Section 1.6 of the Agreement is hereby deleted in its entirety and the following provision substituted in its entirety as Section 1.6:
If the Company does not provide written notice to the Executive whereby the Company completely waives and releases the Executive from the Competitive Activity covenant set forth in  Section 6.2  of the Wolverine World Wide, Inc. Supplemental Executive Retirement Plan (“ SERP ”) and Section 6.2 of the Wolverine World Wide, Inc. 409A Supplemental Executive Retirement Plan (“409A SERP”) and any other non-compete or non-solicitation covenants applicable to the Executive now or at any time in the future within forty-five (45) days of the termination date, then the Company shall pay the Executive an additional amount equal to his base monthly salary as of the termination date multiplied by thirty-six (36) in a lump sum, less applicable tax and other withholdings required by law, within fifty (50) days of the termination date. This  Section 1.6  shall be in effect through and shall terminate at the earlier of (1) the Executive’s voluntary termination of employment not for “good reason” or the termination of the Executive’s employment for “cause,” (2) the delivery of notice to the Executive waiving and releasing him from the Competitive Activity covenants set forth in Section 6.2 of the SERP and Section 6.2 of the 409A SERP, (3) the payment of the lump sum amount in lieu of providing the waiver and release, or (4) 11:59 pm on the Executive’s 60 th  birthday if the Executive is employed by the Company on that date, after which this Section 1.6  shall no longer be in force and neither the Company nor the Executive shall have any obligations or benefits under this  Section 1.6 .
3. Except as explicitly amended by this First Amendment, all other provisions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on its behalf by its duly authorized officer and Executive has executed the same as of the day and year first above written.
 	 	 	 	 	
 	WOLVERINE WORLD WIDE, INC.
 	 	
 	By:  	/s/ David T. Kollat  	 	
 	 	Title: Lead Director 	 	
 	 	 	 	
 	EXECUTIVE
 	 	
 	/s/ Blake W. Krueger  	 	
 	Blake W. Krueger 	 	

2

Exhibit 10.31
Exhibit 10.31
The following executive officers have a percentage benefit multiplier under the Supplemental Executive Retirement Plan (the “Plan” of 2.4% or 2.0%, as indicated below, in lieu of the 1.6% of final average monthly remuneration benefit multiplier described in the Plan:
 	 	 	
2.4%	 	2.0%	
 	 	 	
Blake W. Krueger	 	Donald T. Grimes	
 	 	Pamela L. Linton	
 	 	Michael F. McBreen	
 	 	James D. Zwiers	

Exhibit 10.32
WOLVERINE WORLD WIDE, INC.
409A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT
BLAKE W. KRUEGER (“Employee”) previously has been designated by WOLVERINE WORLD WIDE, INC. (“Employer”) as a Participant in the Wolverine World Wide, Inc. Supplemental Executive Retirement Plan, as then in effect and as modified from time to time (“SERP Plan”). As of December 11, 2008, Employer adopted and the Employee became a Participant in the 409A Supplemental Executive Retirement Plan (“Comprehensive SERP Plan”) that replaces the SERP Plan and covers all of Employee’s accrued benefits under the SERP Plan. Therefore, Employer and Employee agree as follows:
1. Participation Date. Employee became a Participant in the SERP Plan effective January 1, 1996. Employee agrees that the terms of the Comprehensive SERP Plan apply to all benefits accrued under the SERP Plan.
2. Years of Service. Employee’s commencement date for purposes of computing Years of Service under the Comprehensive SERP Plan is April 27, 1993. Employee also has been credited previously with an additional three (3) deemed Years of Service. Effective April 19, 2007, and continuing thereafter while the Employee remained a Participant in the SERP Plan and is a Participant in the Comprehensive SERP Plan, the Employee will be credited with one (1) additional deemed Year of Service on the same date that the Employee is credited with each Year of Service as a Participant. By way of example only, in March 2007, when the Employee was credited with one Year of Service under the SERP Plan the Employee received one additional deemed Year of Service under the SERP Plan. As of the date hereof, Employee has 18 Years of Service.
3. Designated Percentage. The Designated Percentage under the Comprehensive SERP Plan Section 5.1(a) is 2.4%.
4. Designated Period. The Designated Period under the Comprehensive SERP Plan Section 10.1 is three (3) years.
5. FormofPayment.
(a) Lifetime. The Participant accepts the presumed method of payment under the Comprehensive SERP Plan (during life, a single life annuity, if single, or joint and 50% spouse annuity, if married) unless one of the following forms is selected:
 	 	 	 	 	
 	 	o 5 Year Certain and Life	 	o Joint and 100% Spouse Annuity	
 	 	o 10 Year Certain and Life	 	o Joint and 75% Spouse Annuity	
 	 	o Life Annuity	 	 	

 

 
(b) Pre-Benefit Death. The Participant hereby selects that any pre-retirement death benefit to his Surviving Spouse shall be paid as follows:
o Single Life Annuity of Spouse
o  Lump Sum (default)
6. CommencementofBenefit. If the Participant Terminates prior to age 65, the Participant elects that benefits shall commence:
o Promptly following Termination (but not earlier than age 55) (default)
o  Age  _____  (but not earlier than age 55 or later than age 65)
7. Deferred Compensation Agreement. Employer and Employee agree that:
[Check one of the following]
 	þ	 	There is no deferred compensation agreement in effect as described in the Comprehensive SERP Plan Section 5.4(a).	
 	 	 	 	
 	o	 	There is a Deferred Compensation Agreement dated          in effect as described in Section 5.4(a) of the Comprehensive SERP Plan and attached. Employee hereby relinquishes all rights under such Deferred Compensation Agreement, and agrees to look solely to the terms of the Comprehensive SERP Plan with regard to any computation of a Minimum Benefit as provided in the Comprehensive SERP Plan.	
8. Employment Relationship. Employee agrees that the Comprehensive SERP 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. The Comprehensive SERP Plan shall not limit or affect the right of the Employer to discharge or retire the Employee.
The Comprehensive SERP 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.
9. 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.

2

 
10. Acknowledgments. Employee acknowledges the Employer’s rights to:
(a) Amend or terminate the Comprehensive SERP Plan at any time, subject to Section 11.1 of the Comprehensive SERP Plan; and
(b) To designate the Employee as an Inactive Participant at any time, as provided in Section 3.2 of the Comprehensive SERP Plan; and
(c) To make final decisions on any claim or dispute related to the Comprehensive SERP Plan, as provided in Section 8.5 of the Comprehensive SERP Plan; and
(d) To exercise any and all other rights of the Employer under the Comprehensive SERP Plan, in the Employer’s sole discretion, without any limitation other than as expressly set forth in the Comprehensive SERP Plan.
Employee agrees that any amendment or termination of the Comprehensive SERP Plan shall automatically amend or terminate this Agreement, to the extent permitted by the Comprehensive SERP Plan.
11. 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.
This Participation Agreement replaces and supersedes any prior participation agreement between Employee and Employer. IN WITNESS WHEREOF, the parties have signed this Agreement.
 	 	 	 	 	
 	WOLVERINE WORLD WIDE, INC.
 	 	
Dated as of December 29, 2008 	By:  	/s/ Kenneth A. Grady  	 	
 	 	Kenneth A. Grady 	 	
 	 	Its: General Counsel and Secretary “Employer” 	 	
 	 	 	
Dated as of December 29, 2008 	By:  	/s/ Blake W. Krueger  	 	
 	 	Blake W. Krueger 	 	
 	 	“Employee” 	 	

3

Exhibit 21
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
 	 	 	 	 	
 	 	State or Country of	 	
Name	 	Incorporation or Organization	 	
 	 	 	 	 	
BSI Shoes, Inc.	 	Michigan	
Dominican Wolverine Shoe Company Limited	 	Cayman Islands	
Hush Puppies Retail, Inc.	 	Michigan	
d/b/a Hush Puppies & Family
Rockford Footwear Depot
Track ‘N Trail
UP Footgear
	 	 	 	 	
Hy-Test, Inc.	 	Michigan	
d/b/a Hy-Test	 	 	 	 	
Sebago Dominican Limited	 	Cayman Islands	
Sebago International Limited	 	Cayman Islands	
Sebago Realty, LLC	 	Delaware	
Sebago USA, LLC	 	Delaware	
Spartan Shoe Company Limited	 	Cayman Islands	
Supervision Design Ltd.	 	England & Wales	
Wolverine Colorado, Inc.	 	Delaware	
Wolverine Consulting Services (Zhuhai) Company Limited	 	People’s Republic of China	
Wolverine de Costa Rica, S.A.	 	Costa Rica	
Wolverine de Mexico S.A. de C.V.	 	Mexico	
Wolverine Design Center, Inc.	 	Michigan	
Wolverine Europe B.V.	 	The Netherlands	
Wolverine Europe Limited	 	England & Wales	
Wolverine Europe Retail B.V.	 	The Netherlands	
Wolverine Europe Retail Limited	 	England & Wales	
Wolverine International GP, LLC	 	Michigan	
Wolverine International, L.P.	 	Cayman Islands	
Wolverine International S.à.r.l.	 	Luxembourg	
Wolverine International, S.L.	 	Spain	
Wolverine Outdoors, Inc.	 	Michigan	
Wolverine Procurement, Inc.	 	Michigan	
Wolverine Slipper Group, Inc.	 	Michigan	
d/b/a Wolverine Slipper Group	 	 	 	 	
Wolverine Sourcing, Inc.	 	Michigan	
Wolverine Sourcing, Ltd.	 	Cayman Islands	
Wolverine World Wide Corporation, Inc.	 	Quebec	
Wolverine World Wide Europe Limited	 	England & Wales	
Wolverine World Wide HK Limited	 	Hong Kong	

Exhibit 23
Exhibit 23 — Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-67462, 333-93563, 333-49523, 33-63689, 33-55213, 33-64854, 333-88898, 333-97917, 333-106973, and 333-129202) pertaining to the various stock option, incentive and deferred compensation plans of Wolverine World Wide, Inc. of our reports dated February 20, 2009, with respect to the consolidated financial statements and schedule of Wolverine World Wide, Inc., and the effectiveness of internal control over financial reporting of Wolverine World Wide, Inc., included in this Annual Report on Form 10-K for the year ended January 3, 2009.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
March 4, 2009

Exhibit 24
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 15, 2009 	/s/ Jeffrey M. Boromisa  	 	
 	Jeffrey M. Boromisa 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 21, 2009 	/s/ Alberto L. Grimoldi  	 	
 	Alberto L. Grimoldi 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 13, 2009 	/s/ David T. Kollat  	 	
 	David T. Kollat 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 22, 2009 	/s/ Brenda J. Lauderback  	 	
 	Brenda J. Lauderback 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 20, 2009 	/s/ David P. Mehney  	 	
 	David P. Mehney 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 12, 2009 	/s/ Shirley D. Peterson  	 	
 	Shirley D. Peterson 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 17, 2009 	/s/ Michael A. Volkema  	 	
 	Michael A. Volkema 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 14, 2009 	/s/ William K. Gerber  	 	
 	William K. Gerber 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 20, 2009 	/s/ Timothy J. O’Donovan  	 	
 	Timothy J. O’Donovan 	 	

 

 
 	 	 	 	 	
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint BLAKE W. KRUEGER; KENNETH A. GRADY; TIMOTHY E. FOLEY; and DONALD T. GRIMES, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Wolverine World Wide, Inc. on Form 10-K for its fiscal year ended January 3, 2009, and any amendments to that report, and to file it or them with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
 	 	 	 	 	
Date	Signature
 	 	
January 13, 2009 	/s/ Joseph R. Gromek  	 	
 	Joseph R. Gromek 	 	

 

Exhibit 31.1
Exhibit 31.1
CERTIFICATIONS
I, Blake W. Krueger, certify that:
1. I have reviewed this annual report on Form 10-K of Wolverine World Wide, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 	 	 	
Date: March 4, 2009	 	 	
 	 	 	
/s/ Blake W. Krueger
 	 	 	
Blake W. Krueger
Chief Executive Officer and President
Wolverine World Wide, Inc.	 	 	

Exhibit 31.2
Exhibit 31.2
CERTIFICATIONS
I, Donald T. Grimes, certify that:
1. I have reviewed this annual report on Form 10-K of Wolverine World Wide, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 	 	 	
Date: March 4, 2009	 	 	
 	 	 	
/s/ Donald T. Grimes
 	 	 	
Donald T. Grimes
Senior Vice President,
Chief Financial Officer and Treasurer
Wolverine World Wide, Inc.	 	 	

Exhibit 32
Exhibit 32
CERTIFICATION
Solely for the purpose of complying with 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of Wolverine World Wide, Inc. (the “Company”) that the Annual Report of the Company on Form 10-K for the accounting period ended January 3, 2009 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.
 	 	 	 	 	
 	 	/s/ Blake W. Krueger
 	 	 	
 	 	Blake W. Krueger
Chief Executive Officer and President	 	 	
 	 	 	 	 	
 	 	/s/ Donald T. Grimes
 	 	 	
 	 	Donald T. Grimes
Senior Vice President,
Chief Financial Officer and Treasurer