Change in Control Contract Clauses (3,258)

Change in Control. Upon vesting of the Restricted Stock Units and issuance to Employee of underlying Common Stock, if applicable, Employee shall have all stockholder rights, including the right to transfer the underlying Common Stock, subject to such conditions as Wolverine may reasonably specify to ensure compliance with applicable 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, including amounts under this Agreement), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all applicable federal, state and local withholding and employment-related tax requirements attributable to the Restricted Stock Units Award under this Agreement, including, without limitation, the award, vesting or settlement of Restricted Stock Units and any Dividend Equivalents; 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 Restricted Stock Units. Unless the Committee provides otherwise, withholding may be satisfied by withholding shares of Common Stock to be received by Employee pursuant to this Agreement or by delivery to Wolverine or a Subsidiary of previously owned Common Stock of Wolverine.9.Effective Date. This grant of Restricted Stock Units shall be effective as of the Grant Date set forth in the grant.10.Agreement Controls. The Plan is hereby 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.COMPENSATION COMMITTEE ATTACHMENT 1 TO RESTRICTED STOCK UNITS AWARD AGREEMENTThe number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee. BVA Average Award Percentage will be equal to (x) the sum of the BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. (a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[(BVA – Threshold BVA)(Target BVA – Threshold BVA)] x 0.5 ] + 0.5 ) x100 If the BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[(BVA – Target BVA)(Goal BVA – Target BVA)] x 0.5 ] + 1.0 ) x100 If the BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[(BVA – Goal BVA)(Stretch BVA – Goal BVA)] x 0.5 ] + 1.5 ) x100 If the BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap (b) EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[(EPS – Threshold EPS)(Target EPS – Threshold EPS)] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage =([[(EPS – Target EPS)(Goal EPS – Target EPS)] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[(EPS – Goal EPS)(Stretch EPS – Goal EPS)] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap 2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”: a.If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.b.If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).c.If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest). The other defined terms shall have the following meanings for the purpose of this Agreement: Award Cap200%Award RecipientAn employee of the Company to whom the Compensation Committee of the Board of Directors or the Board of Directors grants a Performance Restricted Unit Award, for such portion of the Performance Period as the Committee determines.BVAAn 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 13-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%, as adjusted by resolution of the Compensation Committee within the first 90 days of the Performance Period.EPSThe total after-tax profits for a Fiscal Year divided by the fully-diluted weighted average shares outstanding during the Fiscal Year, as adjusted by resolution of the Compensation Committee within the first 90 days of the Performance Period.Fiscal YearThe fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time.Market PriceThe Fair Market Value on the Grant Date.Payout DateThe date determined by the Committee upon the vesting of Restricted Stock Units for the issuance and delivery of Common Stock and, if applicable, any cash payment, to which such Payout Date relates, which date shall be as soon as practicable, but in no event more than sixty (60) days following the date of vesting (or, if earlier, within 30 days following the date of a Change in Control, to the extent provided in Section 5 of this Agreement and the Plan).Performance PeriodThe three-year period beginning on the first day of the Company’s 2021 Fiscal Year and ending on the last day of the Company’s 2023 Fiscal Year.Performance Period End DateThe last day of the Company’s 2023 Fiscal Year.Russell 3000 CompaniesThe companies making up the Russell 3000 Consumer Discretionary Index as of the first day of the Performance Period.Target ValueSubject to the forfeiture provisions of Section 4 of the Agreement, the Target Value shall be the average of the sum of the highest dollar target amount granted each year of the Performance Period, multiplied by a fraction, the numerator of which is months employed and participating for that year of the Performance Period and the denominator of which is 12. For clarification, the dollar target amount is only counted once for corresponding cycle grant year in cases where grants are made on the same date for multiple performance periods. Partial months employed/participating shall only be included in the numerator, above, if Employee is employed/participating for the majority of days in such month. Total Shareholder ReturnThe change in value expressed as a percentage of a given dollar amount invested in a company’s most widely publicly traded stock over the Performance Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in such stock of the company. The thirty (30) calendar-day average closing price of shares of Common Stock and the stock of the Russell 3000 Companies (i.e., the average closing prices over the period of trading days occurring in the thirty (30) calendar days prior to the first day of the Performance Period and ending on the first day of the Performance Period and the average closing prices over the period of trading days occurring in the final thirty (30) calendar days ending on the Performance Period End Date) will be used to value shares of Common Stock and the stock of the Russell 3000 Companies. Dividend reinvestment will be calculated using the closing price of a share of Common Stock or the stock of the applicable Russell 3000 Company on the ex-dividend date or, if no trades were reported on such date, the latest preceding date for which a trade was reported. If a company that is included in the Russell 3000 Consumer Discretionary Index as of the first day of the Performance Period ceases to be publicly traded (other than through bankruptcy) during the Performance Period, or if it publicly announced that any such company will be acquired, whether or not such acquisition occurs during the Performance Period, such company shall not be treated as Russell 3000 Company for purposes of the determinations herein and such company’s Total Shareholder Return shall not be included for purposes of the calculations herein. Companies that were in the Russell 3000 Consumer Discretionary Index on the first day of the Performance Period but that exit due to bankruptcy before the end of the Performance Period remain Russell 3000 Companies and are assigned a Total Shareholder Return value of -100%. Companies that exit the Russell 3000 Consumer Discretionary Index before the end of the Performance Period but remain publicly-traded throughout the Performance Period remain Russell 3000 Companies.TSR Percentile RankThe percentage of Total Shareholder Return values among the Russell 3000 Companies at the Performance Period End Date that are equal to or lower than the Company’s Total Shareholder Return at the Performance Period End Date, provided that if the Company’s Total Shareholder Return falls between the Total Shareholder Return of two of the Russell 3000 Companies the TSR Percentile Rank shall be adjusted by interpolating the Company’s Total Shareholder Return on a straight line basis between the Total Shareholder Return of the two Russell 3000 Companies that are closest to the Company’s. For purposes of the TSR Percentile Rank calculation, the Company will be excluded from the group of Russell 3000 Companies.BVA FactorAs set by the Compensation Committee within the first 90 days of the Performance Period.Threshold BVAAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.Target BVAAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.Goal BVAAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period. Stretch BVAAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.EPS FactorAs set by the Compensation Committee within the first 90 days of the Performance Period.Threshold EPSAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.Target EPSAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.Goal EPSAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period.Stretch EPSAs set by the Compensation Committee for each Fiscal Year during the Performance Period within the first 90 days of the Performance Period. EX-10.4 5 a2021-q1ex104psuawardagree.htm EXHIBIT 10.4 FORM OF AWARD DocumentExhibit 10.4FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit AgreementPERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTThis Performance Restricted Stock Unit Award Agreement (together with Attachment 1 hereto, the “Agreement”) is made as of the award date set forth in the grant (the “Grant Date”), by and between WOLVERINE WORLD WIDE, INC., a Delaware corporation (“Wolverine” or the “Company”), and the employee identified in the grant (“Employee”). Wolverine maintains a Stock Incentive Plan of 2016 (as amended and restated and as it may be further amended from time to time, the “Plan”) that is administered by the Compensation Committee of Wolverine’s Board of Directors (the “Committee”), under which the Committee may award restricted stock units as all or part of a long-term incentive award. The Committee has determined (i) that Employee is eligible to participate in the Plan and receive a long-term incentive award, (ii) Employee’s participation level, and (iii) the performance criteria for the award. The Committee has awarded to Employee restricted stock units of Wolverine subject to the terms, conditions and restrictions contained in this Agreement and in the Plan (the “Restricted Stock Unit Award”). Employee acknowledges receipt of a copy of the Plan and accepts this Restricted Stock Unit Award subject to all such terms, conditions and restrictions. View More

Change in Control. Notwithstanding the Plan’s provisions, if a Change in Control (as defined in the 2021 Employment Agreement) occurs before the Option is fully vested and exercisable and while you remain employed by the Company, the Option will only have accelerated vesting and exercisability as a result of the Change in Control if you remain employed by the Company (or a successor) through the date that is 30 days following the closing of the Change in Control (or your employment is terminated without Cause, or ...you resign for Good Reason, within such 30 day period). View More

Change in Control. In the event of a Change in Control, each Outside Director’s Awards accelerate.

Change in Control. (a) In the event of a 409A Change in Control, as defined in paragraph 6(c) below, the Company shall pay and/or distribute, as the case may be, to each Participant the entire amount in such Participant’s Accounts at the date of such payment and distribution, including any adjustments provided for in paragraph 2 above. (b) Notwithstanding the foregoing, in the event that the first scheduled payment date under paragraph 3 of any amount deferred under this Plan occurs prior to a 409A Change in Cont...rol, the provisions of paragraph 3 shall apply instead of this paragraph 6. (c) For purposes of this Plan, a 409A Change in Control shall mean the occurrence of Change of Control (within the meaning of the Company Non-Employee Directors’ Equity Plan”) that also constitutes a “change in the ownership of the Company”, “change in the effective control of the Company”, and/or a “change in the ownership of a substantial portion of the Company’s assets”, in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or such other regulation or guidance issued under Code Section 409A. View More

Change in Control. Notwithstanding anything in this Agreement to the contrary, upon a Change in Control, all outstanding Performance Cash Awards shall be deemed to have satisfied the Target Performance Goals and shall be paid pro-rata based upon the period worked during the Performance Period as of the date of an involuntary termination of your employment by the Company or a Subsidiary without Cause within one year following a Change in Control.

Change in Control. All vesting is subject to the Outside Director’s continued service as a member of the Board through each applicable vesting date. Notwithstanding the foregoing, if an Outside Director remains in continuous service as a member of the Board until immediately prior to the: (a) the Outside Director’s death, (b) the Outside Director’s “Disability” (as defined in the Plan) or (c) the closing of a “Change in Control” (as defined in the Plan) (each an “Acceleration Event”), any unvested portion of any R...SU Award granted in consideration of such Outside Director’s service as a member of the Board shall vest in full immediately prior to, and contingent upon, the applicable Acceleration Event. 4.Calculation of RSU Value. The “RSU Value” of a RSU Award to be granted under this policy will equal the number of Shares subject to the restricted stock unit award multiplied by the closing price of a Share on the grant date, or if the grant date is not a trading day, the closing price of a Share on the trading day immediately prior to the grant date. View More

Change in Control. Upon a Change in Control, the Option shall be treated in accordance with the provisions of Section 15.3.1 of the Plan. 2 NTD: This is the standard termination treatment currently used, but may be varied by the Committee. 2021 OMNIBUS INCENTIVE PLAN TERMS AND CONDITIONS OF STOCK OPTION AWARD The award of a non-statutory stock option (the “Award” or “Option”) granted by Renovacor, Inc. (the “Company”) to the Grantee specified in the Notice of Grant of Incentive Stock Option or Non-statutory St...ock Option Award, as applicable (the “Notice”) to which these Terms and Conditions of Stock Option Award (the “Terms”) are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms. The Notice and these Terms (including any exhibits or appendices) together constitute the “Agreement.” A Prospectus describing the Plan has been delivered to the Grantee. The Plan itself is available upon request. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). View More

Change in Control. The Committee may, in its sole discretion and without the consent of any Participant, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, determine the treatment of any Award in the event of a Change in Control. Without limiting the foregoing, in the event of a Change in Control, the Committee may, in its sole discretion and without the consent of any Participant: (i) elect to accelerate, in whole or in par...t, the vesting of any Award, (ii) elect to make cash payments payable as a result of the acceleration of vesting of any Award, or (iii) elect to cancel any Options or Stock Appreciation Rights as of the date of the Change in Control in exchange for a cash payment equal to the excess (if any) of the Change in Control price of the Shares covered by the Award that is so cancelled over the purchase or grant price of such Shares under the Award, which amount may be zero if the Change in Control price of a Share on the date of the Change in Control does not exceed the exercise price per Share of the applicable Award. View More

Change in Control. In the event of a Change in Control (as defined in the Plan), any portion of the Option that has not vested shall immediately vest and shall be exercisable until the termination of this Agreement pursuant to Section 6 hereof. 4 of 7Incentive Stock Option Agreement 18. Adjustments. The number and kind of Option Shares and the Option Price shall be subject to adjustment as provided in Section 15 of the Plan.

Change in Control. (a) If you are employed by the Company on the date of a Change in Control and the Units are assumed by the surviving entity in such Change in Control or otherwise equitably converted or substituted in connection with such Change in Control, then, if within two years after the effective date of the Change in Control, you have a Termination of Employment without Cause, the Units will vest as of the date of Termination of Employment based upon (i) an ...assumed achievement of the Performance Goal at the target level if the date of Termination of Employment occurs during the first half of the Performance Period, or (ii) the actual level of achievement of the Performance Goal against target (measured as of the end of the calendar quarter immediately preceding the date of Termination of Employment), if the date of Termination of Employment occurs during the second half of the Performance Period, and, in either such case, the number of Units vesting, if any, will be prorated based upon the length of time within the Performance Period that has elapsed prior to the date of Termination of Employment. (b) If you are employed by the Company on the date of a Change in Control and the Units are not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with such Change in Control in a manner approved by the Committee or the Board, then, as of the effective date of the Change in Control, the Units will vest based upon (i) an assumed achievement of the Performance Goal at the target level if the Change in Control occurs during the first half of the Performance Period, or (ii) the actual level of achievement of the Performance Goal against target measured as of the date of the Change in Control, if the Change in Control occurs during the second half of the Performance Period, and, in either such case, the number of Units vesting, if any, will be prorated based upon the length of time within the Performance Period that has elapsed prior to the Change in Control. View More