Common use of Termination of Employment Status Clause in Contracts

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.

Termination of Employment Status. (a) Except as set forth in subsection (b)) or Section 5 below, Employee: (i) must be an employee of the Company or one of its Subsidiaries subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria for the Stock Restrictions to lapse on vesting of any portion of the Performance Share Restricted Stock Unit Award (the performance criteria being Cumulative BVA and BVA, Cumulative EPS, and TSR Percentile Ranking, as defined in Schedule Attachment 1); and (ii) shall forfeit the entire Performance Share unvested Restricted Stock Unit Award if, before such certification, Employee’s employment with Wolverine and or its Subsidiaries subsidiaries terminates (the “Employment Termination”) or the Committee terminates Employee’s Performance Share the Restricted Stock Unit Award for the Performance Period (an “Award Termination”). (b) If the Employment Termination is: (i) due to Employee’s: (1) disability (as defined in Wolverine’s long-term disability plan)Disability; (2) death;; or (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 discretionRetirement; or (ii) due to such other circumstances as the Committee in its discretion allows; then the number of shares of Performance Restricted Stock on Units which the Stock Restrictions lapse shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. 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 StockStock Units to vest, calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Schedule Attachment 1, the number of shares on which the Restricted Stock Restrictions Units that would have lapsed vested based on the attainment of the performance criteria if Employee’s employment or Performance Share Award Restricted Stock Units 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 Restricted Stock Units shall be automatically forfeited.

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)Award; 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 shall then be prorated in a manner consistent with Wolverine’s historical practice, as determined by Wolverine, and the prorated 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.

Termination of Employment Status. (a) Except as set forth in subsection (b)) or Section 5 below, Employee: (i) must be an employee of the Company or one of its Subsidiaries subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria for the Stock Restrictions to lapse on vesting of any portion of the Performance Share Award (the performance criteria being Cumulative BVA and Cumulative EPS, as defined in Schedule 1)Restricted Stock Unit Award; and (ii) shall forfeit the entire Performance Share unvested Restricted Stock Unit Award if, before such certification, Employee’s employment with Wolverine and or its Subsidiaries subsidiaries terminates (the “Employment Termination”) or the Committee terminates Employee’s Performance Share the Restricted Stock Unit Award for the Performance Period (an “Award Termination”). (b) If the Employment Termination is: (i) due to Employee’s: (1) disability (as defined in Wolverine’s long-term disability plan)Disability; (2) death;; or (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 discretionRetirement; or (ii) due to such other circumstances as the Committee in its discretion allows; then the number of shares of Performance Restricted Stock on Units which the Stock Restrictions lapse shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. 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 StockStock Units to vest, calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Schedule Attachment 1, the number of shares on which the Restricted Stock Restrictions Units that would have lapsed vested based on the attainment of the performance criteria if Employee’s employment or Performance Share Award Restricted Stock Units 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 Restricted Stock Units shall be automatically forfeited.

Termination of Employment Status. (a) Except as set forth in subsection (b)) or Section 5 below, Employee: (i) must be an employee of the Company or one of its Subsidiaries subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria for the Stock Restrictions to lapse on vesting of any portion of the Performance Share Restricted Stock Unit Award (the performance criteria being Cumulative BVA and Cumulative EPSRevenue, as defined in Schedule Attachment 1); and (ii) shall forfeit the entire Performance Share unvested Restricted Stock Unit Award if, before such certification, Employee’s employment with Wolverine and or its Subsidiaries subsidiaries terminates (the “Employment Termination”) or the Committee terminates Employee’s Performance Share the Restricted Stock Unit Award for the Performance Period (an “Award Termination”). (b) If the Employment Termination is: (i) due to Employee’s: (1) disability (as defined in Wolverine’s long-term disability plan)Disability; (2) death;; or (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 discretionRetirement; or (ii) due to such other circumstances as the Committee in its discretion allows; then the number of shares of Performance Restricted Stock on Units which the Stock Restrictions lapse shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. 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 StockStock Units to vest, calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Schedule Attachment 1, the number of shares on which the Restricted Stock Restrictions Units that would have lapsed vested based on the attainment of the performance criteria if Employee’s employment or Performance Share Award Restricted Stock Units 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 Restricted Stock Units shall be automatically forfeited.

Termination of Employment Status. (a) Except as set forth in subsection (b)) or Section 5 below, Employee: (i) must be an employee of the Company or one of its Subsidiaries subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria for the Stock Restrictions to lapse on vesting of any portion of the Performance Share Restricted Stock Unit Award (the performance criteria being Cumulative BVA BVA, EPS, and Cumulative EPSTSR Percentile Ranking, as defined in Schedule Attachment 1); and (ii) shall forfeit the entire Performance Share unvested Restricted Stock Unit Award if, before such certification, Employee’s employment with Wolverine and or its Subsidiaries subsidiaries terminates (the “Employment Termination”) or the Committee terminates Employee’s Performance Share the Restricted Stock Unit Award for the Performance Period (an “Award Termination”). (b) If the Employment Termination is: (i) due to Employee’s: (1) disability (as defined in Wolverine’s long-term disability plan)Disability; (2) death;; or (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 discretionRetirement; or (ii) due to such other circumstances as the Committee in its discretion allows; then the number of shares of Performance Restricted Stock on Units which the Stock Restrictions lapse shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. 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 StockStock Units to vest, calculated as set forth in subsection (c) or in such other manner as ), subject to reduction by the Committee directsin its discretion. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Schedule Attachment 1, the number of shares on which the Restricted Stock Restrictions Units that would have lapsed vested based on the attainment of the performance criteria if Employee’s employment or Performance Share Award Restricted Stock Units 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 Restricted Stock Units shall be automatically forfeited.

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.

Termination of Employment Status. (a) Except as set forth in subsection (b), Employee: (i) must be an employee of If 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 or any of its Subsidiaries terminates (subsidiaries is terminated prior to the “Employment Termination”) or date on which the Committee terminates Employee’s Performance Share Award for Restricted Stock Units vest hereunder, any then unvested Restricted Stock Units shall be automatically forfeited with no consideration due to the Performance Period (“Award Termination”)employee. (b) If Notwithstanding the Employment Termination is: (i) above, if the Employee’s employment with Wolverine or its subsidiaries terminates due to the Employee’s: ’s (1a) death; (b) disability (as defined in Wolverine’s longLong-term disability plan); Term Disability Plan) resulting in termination of employment; or (2c) death; (3) the voluntary termination after by Employee of all employment with Wolverine and its subsidiaries if Employee has attained 50 59 years of age and seven ten years of service as an employee of Wolverine or its Subsidiariessubsidiaries, or 62 years of age, or such other age or years of service as may be determined absent a determination to the contrary by the Committee (after taking into consideration the Factors, as defined in its sole discretion; or 5(c), below) within fourteen days following a termination of employment (ii) due to such other circumstances as the Committee in its discretion allows; “Determination Period”), any then the number of shares of Performance unvested Restricted Stock on which the Stock Restrictions lapse at the end of the Performance Period shall be calculated as set forth Units will immediately vest in full (subject to 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 directsbelow). (c) As soon as reasonably practicable In the absence of any contrary determination by the Compensation Committee during the Determination Period and provided Employee has entered into an Acceleration Agreement before the expiration of the Determination Period and otherwise meets the conditions of 5(A)(c), unvested Restricted Stock Units shall vest on the date immediately following the end last day of the Performance Determination Period, except as provided in Section 5(e) below. For purposes of this Section 5, “Factors” that would result in a determination to the contrary by the Compensation Committee shall calculateinclude the Employee’s: (i) inadequate job performance; (ii) inadequate notice of resignation; (iii) intention for comparable future employment at a third party organization; (iv) intention for future employment or other service or advisory relationship with a competitor of the Company; or (v) any other similar consideration. (d) Notwithstanding anything in the Plan to the contrary, except as set forth provided in Schedule 1subsection (e) below, to the extent assumed or substituted by an acquiror in the Change in Control, the number of shares on which the Restricted Stock Restrictions would have lapsed Units shall not immediately vest upon a Change in Control, but if Employee’s employment is terminated by Wolverine without Cause or Performance Share Award had not been terminated prior to by Employee for Good Reason, in each case, within the certification. That number of shares shall then be multiplied by a fractiontwenty-four (24) month period following the Change in Control, the numerator Restricted Stock Units shall immediately vest and become payable. If Employee is party to an employment or other severance-benefit agreement that contains a definition of which “Good Reason,” the definition set forth in such agreement will apply hereunder for so long as such agreement is in effect; if Employee is party to multiple such agreements, “Good Reason” under any such agreement shall be the number of full months during the Performance Period prior to the Employment Termination or Award Termination (count 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 AwardGood Reason” for the Performance Period, which will be the number purposes of shares of Performance Restricted Stock on which the Stock Restrictions shall lapse. The remainder of the Performance Share Award shall be forfeitedthis Agreement.

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 shall then be prorated in a manner consistent with Wolverine’s historical practice, as determined by Wolverine, and the prorated 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.