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Interim Agreement
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EX-99.E 5 d343138dex99e.htm INTERIM AGREEMENT

Exhibit E

EXECUTION VERSION

INTERIM AGREEMENT

This Interim Agreement (this “Agreement”) is made as of May 1, 2012, by and among WBG-PSS
Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wolverine World
Wide, Inc., a Delaware corporation (“Wolverine”); Golden Gate Capital Opportunity Fund, L.P.
(together with its affiliated investment funds, “Golden Gate”); and Blum Strategic Partners IV, L.P.
(together with its affiliated investment funds, “Blum”, and collectively with Wolverine and Golden
Gate, the “Parties”). Blum and Golden Gate are also referred to herein as the “Sponsors”. Capitalized
terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as
defined below) unless otherwise specified.

RECITALS
1. On the date hereof, Parent and Merger Sub have entered into an Agreement and Plan of Merger (the
“Merger Agreement”), among Parent, Merger Sub, Wolverine and Collective Brands, Inc., a Delaware
corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the
Company (the “Merger”), with the Company becoming the surviving entity and a wholly-owned
subsidiary of Parent.

2. On the date hereof, each of Golden Gate and Blum has executed a letter agreement in favor of
Parent agreeing, subject to the terms and conditions set forth therein, to make an equity and/or debt
investment in Parent in connection with the transactions contemplated by the Merger Agreement
(each, a “Commitment Letter”), copies of which have been delivered to Wolverine.

3. On the date hereof, Parent is entering into a purchase agreement (the “Purchase Agreement”) and a
separation agreement both of which are attached hereto as Exhibit A (the “Separation Agreement” and,
together with the Purchase Agreement, collectively, the “Carveout Transaction Agreements”) with
Wolverine pursuant to which, upon the terms and subject to the conditions set forth therein, at the
Effective Time under the Merger Agreement (the “Closing”), Parent will transfer or cause to be
transferred to Wolverine all of the equity interests and/or assets and liabilities comprising the
Collective Brands, Inc. Performance + Lifestyle Group business (the “PLG Business”, and such
transaction, the “Carveout Transaction”).

4. Each of the Parties has agreed to execute, simultaneously with the execution of the Merger
Agreement, a guarantee in favor of the Company agreeing, subject to the terms and conditions set
forth therein, to guarantee the performance and discharge of the payment obligations of Parent with
respect to the Parent Termination Fee and certain other obligations of Parent under the Merger
Agreement in the circumstances provided therein (each, a “Limited Guarantee”), copies of which have
been exchanged between the Parties.
Therefore, the parties hereto hereby agree as follows:

1. AGREEMENTS AMONG THE PARTIES.

1.1. Pre-Closing Decisions.

1.1.1. All decisions to be made with respect to the following issues shall require the unanimous
consent of the Parties in each Party’s sole discretion: (i) amending, modifying or terminating the
Merger Agreement, (ii) except as provided in Section 1.1.2 below, waiving any of the conditions set
forth in Article VII of the Merger Agreement, (iii) enforcing any rights of Parent or Merger Sub under
the terms of the Merger Agreement, (iv) the negotiation or entry by Parent or Merger Sub into any
contract, agreement, arrangement or understanding (whether written or oral) not specifically
contemplated by the Merger Agreement or the Carveout Transaction Agreements (for avoidance of
doubt, the entry into, amendment of or modification to the ABL Commitment Letter (as defined
below) shall require only the consent of the Sponsors (and not Wolverine)), (v) unless otherwise
provided for in Section 1.1.2, the determination as to whether there has occurred a breach by the
Company of any of its representations and warranties or covenants contained in the Merger
Agreement, and (vi) the taking of any action by Parent or Merger Sub, other than to prepare for and
consummate the Merger (and the other transactions contemplated by the Merger Agreement) and the
Carveout Transaction (and the other transactions contemplated by the Carveout Transaction
Agreements); provided that after the expiration of sixty (60) calendar days following the Termination
Date, any Party may, in its sole discretion, cause Parent to terminate the Merger Agreement.

1.1.2. The determination as to whether there has occurred a Company Material Adverse Effect
(i) pursuant to clause (1) of the definition thereof shall be made by solely by Wolverine in its sole
discretion (and not by Blum or Golden Gate) and (ii) pursuant to clause (2) of the definition thereof
shall be made by the Sponsors in their sole discretion (and not by Wolverine). Furthermore,
notwithstanding anything contained in Section 1.1.1 to the contrary, the decision to waive the
condition set forth in Section 7.2(c) of the Merger Agreement may be made solely by (Y) Wolverine
(and shall not require the consent of the Sponsors) with respect to a Company Material Adverse Effect
pursuant to clause (1) of the definition thereof (but, for the avoidance of doubt, no such waiver by
Wolverine shall, in and of itself, be deemed to waive such condition with respect to a Company
Material Adverse Effect pursuant to clause (2) of the definition thereof) and (Z) the Sponsors (and
shall not require the consent of Wolverine) with respect to a Company Material Adverse Effect
pursuant to clause (2) of the definition thereof (but, for the avoidance of doubt, no such waiver by the
Sponsors shall, in and of itself, be deemed to waive such condition with respect to a Company
Material Adverse Effect pursuant to clause (1) of the definition thereof).

1.1.3. Notwithstanding anything to the contrary contained in Sections 1.1.1 or 1.1.2, (i) any act (or
failure to act) on the part of Parent or Merger Sub that affects solely the PLG Business or that does not
adversely affect in any respect the PSS Business, the Sponsors or the Surviving Corporation may be
taken upon the approval of Wolverine and shall not require the approval of Blum and Golden Gate,
(ii) any act (or failure to act) on the part of Parent or Merger Sub that affects solely the PSS Business
or that does not adversely affect in any respect the PLG Business or Wolverine may be taken upon the
approval of the Sponsors and shall not require the approval of

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Wolverine and (iii) any act (or failure to act) on the part of Parent (including causing Merger Sub to
act (or to fail to act)) under or relating to the Carveout Transaction Agreements shall be taken upon the
approval of the Sponsors and shall not require the approval of Wolverine.

1.1.4. Each Party will comply with its obligations (if any) under the Merger Agreement, the Carveout
Transaction Agreements, the Equity Financing Commitments and the Guarantees and will also use all
commercially reasonable efforts to cause Parent and Merger Sub to comply with their obligations
under the Merger Agreement and the Carveout Transaction Agreements; provided, that the sole and
exclusive remedy of the Parties for any breach or violation of this Section 1.1.4 shall be to seek
specific performance of the aforementioned obligations.

1.2. Board of Parent and Merger Sub. Parent and each Party hereby agree to take (or cause to be taken)
all actions, if any, required to be taken by each, such that the boards of director of Parent and Merger
Sub have the composition immediately prior to Closing as is set forth on Exhibit B hereto.

1.3. Capitalization of Parent; Exchange Fund.

1.3.1. As of the date hereof, 67.2614%, 16.3693% and 16.3693% of the outstanding equity interests of
Parent are held by Wolverine, Blum and Golden Gate, respectively.

1.3.2. Prior to the Effective Time, no Party shall transfer any of its equity interests in Parent other than
to (i) such funds or other entities who are affiliates of such Party, and (ii) in the case of the Sponsors,
the limited partners (and their respective affiliates) of such Sponsor and its affiliated funds. No transfer
shall relieve a Party of any of its obligations under this Agreement.

1.3.3. To the extent that it will be possible to consummate the Merger with the Parties contributing less
than the full amount reflected in the commitment amounts of the Parties set forth on Exhibit C (each, a
“Commitment”), the Parties may by unanimous consent proportionately reduce the amount of each
Party’s Commitment.

1.3.4. At the closing of the Carveout Transaction, all of the outstanding equity interests of Parent then
held by Wolverine will be automatically redeemed for no additional consideration.

1.3.5. Any earnings on the amounts deposited in the Exchange Fund under the Merger Agreement will
be shared on a Pro Rata Basis (as defined below) by Wolverine, on the one hand, and the Sponsors, on
the other.

1.3.6. In addition, if additional amounts are required under the terms of the Merger Agreement to be
deposited in the Exchange Fund in order to consummate the transactions contemplated by the Merger
Agreement, such additional amounts will be deposited in the Exchange Fund on a Pro Rata Basis by
Wolverine, on the one hand, and the Sponsors, on the other.

1.4. Termination Fee. Any Termination Fee paid by the Company or any of its affiliates pursuant to
the Merger Agreement or otherwise, after making adequate provision for the payment or
reimbursement of fees and expenses pursuant to Section 1.6 below (to the extent not paid directly by
the Company as Parent Expenses under Section 8.5(d) of the Merger Agreement), shall be promptly
paid by Parent to Wolverine, on the one hand, and the Sponsors, on the other, or an affiliate or
designee thereof, on a Pro Rata Basis. “Pro Rata Basis” means 67.2614 % to Wolverine, on the one
hand, and 32.7386% to the Sponsors, on the other, which percentages are based on the relative
enterprise values of the PLG Business and PSS Business as of the Closing.
1.5. Certain Obligations.

1.5.1. Wolverine shall pay 100% of the Parent Termination Fee and any amounts payable by Parent
pursuant to Section 8.5(c) of the Merger Agreement in the case where (x) the failure of Parent and
Merger Sub to consummate the transactions contemplated by the Merger Agreement in the
circumstances described in Section 8.3(c) of the Merger Agreement or (y) the breach by Parent or
Merger Sub of the Merger Agreement giving rise to the Company’s right to terminate the Merger
Agreement pursuant to Section 8.3(b) of the Merger Agreement results from:

(i) (a) a breach by Wolverine or Open Water Ventures LLC of the Merger Agreement, the Purchase
Agreement, or this Agreement, or a breach by Parent or Merger Sub of the Merger Agreement as a
result of Wolverine’s action (including action under Section 1.1.2(i) or 1.1.3(i)) or failure to act; or

(b) the failure to fund for any reason (other than by reason of a breach or failure to fund described in
Section 1.5.2(i)) of the debt financing of JPMorgan Chase Bank, J.P. Morgan Securities LLC, Wells
Fargo Bank, National Association, Wells Fargo Securities, LLC and WF Investment Holdings, LLC as
contemplated in the debt commitment letter previously provided by Wolverine to Blum/Golden Gate
(the “Wolverine Debt Commitment Letter”) (or any alternative financing obtained in replacement
therefor), including any such failure to fund on account of there not having been timely prepared the
Required Financial Information for the PLG Business, and

(ii) in each such case referred to in the preceding clause (i), but for the occurrence of such breach or
failure, (x) as to subclause (a), neither Parent nor Merger Sub is in breach of its obligations under the
Merger Agreement as a result of Blum or Golden Gate’s action or failure to act which breach would
entitle the Company to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger
Agreement and (y) as to subclause (b), (1) each of Golden Gate and Blum is, and demonstrates that it
is, ready, willing and able to fund its respective
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commitment as set forth in the applicable Equity Commitment Letter and (2)(A) each of Wells Fargo
Bank, National Association and Wells Fargo Capital Finance, LLC is, and demonstrates that it is,
ready, willing and able to fund the debt commitment contemplated in the debt commitment letter
previously provided by Golden Gate and Blum to Wolverine (the “ABL Commitment Letter” and,
together with the Wolverine Debt Commitment Letter, the “Debt Commitment Letters”) or (B) one or
more alternative financing sources (which may include either or both Sponsors) are, and demonstrate
that they are, ready, willing and able to fund the debt contemplated by the ABL Commitment Letter.

1.5.2. Blum and Golden Gate shall pay 100% of the Parent Termination Fee and any amounts payable
by Parent pursuant to Section 8.5(c) of the Merger Agreement in the case where (x) the failure of
Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement in the
circumstances described in Section 8.3(c) of the Merger Agreement or (y) the breach by Parent or
Merger Sub of the Merger Agreement giving rise to the Company’s right to terminate the Merger
Agreement pursuant to Section 8.3(b) of the Merger Agreement results from:

(i) (a) a breach by Blum or Golden Gate of this Agreement, a breach by Parent of the Purchase
Agreement as a result of Blum’s or Golden Gate’s action or failure to act or, a breach by Parent or
Merger Sub of the Merger Agreement as a result of Blum’s or Golden Gate’s action (including action
under Section 1.1.2(ii) or 1.1.3(ii)) or failure to act; or

(b) the failure to fund for any reason (other than by reason of a breach or failure to fund described in
Section 1.5.1(i)) under the Equity Commitment Letter or the debt financing contemplated in the ABL
Commitment Letter (or any alternative financing obtained in replacement therefor); and
(ii) in each such case referred to in the preceding clause (i), but for the occurrence of such breach or
failure, (x) as to subclause (a), Wolverine is not in breach of its obligations under the Merger
Agreement and neither Parent nor Merger Sub is in breach of its obligations under the Merger
Agreement as a result of Wolverine’s action or failure to act, in either case which breach would entitle
the Company to terminate the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement
and (y) as to subclause (b), (1) Wolverine is, and demonstrates that it is, ready, willing and able to
consummate or cause to be consummated the transactions contemplated in the Purchase Agreement
and (2)(A) the lenders under the Wolverine Debt Commitment Letter are, and demonstrate that they
are, ready, willing and able to fund the debt financing contemplated therein or (B) one or more
alternative financing sources are, and demonstrate that they are, ready, willing and able to fund the
debt contemplated by the Wolverine Debt Commitment Letter.

1.5.3. Any Parent Termination Fee and any amounts payable by Parent pursuant to Section 8.5(c) of
the Merger Agreement in the case where the failure of Parent and

Merger Sub to consummate the transactions contemplated by the Merger Agreement in the
circumstances described in Section 8.3(c) or the breach by Parent or Merger Sub of the Merger
Agreement giving rise to the Company’s right to terminate the Merger Agreement pursuant to
Section 8.3(b) of the Merger Agreement that results from any circumstance other than the
circumstances described in the preceding Section 1.5.1 or 1.5.2 (e.g., where the breach or failure to
fund of each of Wolverine, on the one hand, and Blum and Golden Gate, on the other, resulted in the
failure of Parent and Merger Sub to consummate the transactions contemplated by the Merger
Agreement), shall be paid on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on
the other.

1.5.4. Any Company Expenses payable by Parent pursuant to Section 8.5(c)(iii) or 8.5(c)(iv) of the
Merger Agreement shall be paid (i) 100% by Wolverine in the case where Wolverine has determined
(pursuant to Section 1.1.2(i) above) that there has occurred a Company Material Adverse Effect
pursuant to clause (1) thereof and such Company Material Adverse Effect does not constitute a Whole
Company Material Adverse Effect and (ii) 100% by the Sponsors in the case where the Sponsors have
determined (pursuant to Section 1.1.2(ii) above) that there has occurred a Company Material Adverse
Effect pursuant to clause (2) thereof and such Company Material Adverse Effect does not constitute a
Whole Company Material Adverse Effect.

1.5.5. Any Parent Termination Fee or Company Expenses or other amounts that are required to be paid
by a Party under this Section 1.5 (“Owed Amount”) shall be promptly paid by such Party. If following
the payment of such Owed Amount it is subsequently and finally determined that such Owed Amount
was not required to be paid by the Party that made such payment, then the Party that made such
payment shall be promptly reimbursed to the extent of the Owed Amount it was not required to pay.

1.6. Expense Sharing.

1.6.1. Except as provided in Section 1.6.2, each of Wolverine, on the one hand, and the Sponsors, on
the other, will be responsible for all fees and out-of pocket expenses incurred by it in connection with
the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by
each of the foregoing (“Expenses”), including, without limitation, the reasonable fees, expenses and
disbursements of lawyers, accountants, consultants and other advisors that have been retained by it and
any financing fees pursuant to the commitments contemplated by their respective Debt Commitment
Letters.
1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements
contemplated thereby (including tax sharing and transition services agreements referred to therein), all
costs and out-of-pocket expenses incurred by Parent from the date of this Agreement until the Closing
Date or termination of the Merger Agreement, whichever is earlier, to comply with their obligations
under the Merger Agreement (including the costs incurred for HSR and other competition filings (even
if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually
agreed) (but excluding any fees, costs and expenses referred to in Section 1.5 above) and, in the event
the Merger is consummated, all costs and out-of-

pocket expenses incurred by the Company in connection with the Merger Agreement, and the
transactions contemplated thereby, including the reasonable fees, expenses and disbursements of
lawyers, accountants, consultants and other advisors to the Company or that have otherwise been
retained by it, any costs incurred by Parent or the Surviving Corporation to comply with their
obligations under Section 6.11 of the Merger Agreement (including the cost to obtain the D&O
Insurance), and, unless otherwise provided for in the aforementioned tax sharing agreement,
Section 6.19 of the Merger Agreement, as well as any Separation Costs incurred by the Surviving
Corporation and Wolverine in connection with the Carveout Transaction Agreements and the
transactions contemplated thereby, shall be borne on a Pro Rata Basis by Wolverine, on the one hand,
and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation
of the PLG Business as described in the Carveout Transaction Agreements, including the costs to
obtain any third party consents in connection therewith, costs incurred in connection with the
defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under
the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and
interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the
other transactions contemplated by the Merger Agreement that is brought against the Company and/or
its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger
Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at
any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims
pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For
the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical
will be borne and satisfied 100% by the Party that has entered into and consummated the applicable
Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance
costs and other employment termination-related liabilities incurred in connection with the termination
of employment of employees of the PLG Business or PSS Business, it being agreed that the
responsibility for, and allocation of, such costs and liabilities will be provided for in that certain
transition services agreement to be entered into at the Closing.

1.6.3. In the event of a termination of the Merger Agreement in which a reimbursement of Parent
Expenses is paid to Parent by the Company, Parent shall reimburse the Parties for the Expenses
incurred by them; provided that if the amount paid by the Company to Parent as Parent Expenses is
not sufficient to reimburse the Parties in full for all of the Expenses incurred by them, then the amount
received by Parent from the Company as Parent Expenses shall be paid to Wolverine, on the one hand,
and the Sponsors, on the other, on a Pro Rata Basis for reimbursement of Expenses.

1.7. Representations, Warranties and Covenants.

1.7.1. Each Party hereby represents, warrants and covenants to the other Parties that none of the
information supplied in writing by such Party specifically for inclusion or incorporation by reference
in the Proxy Statement will cause a breach of the representations and warranties of Parent or Merger
Sub set forth in the Merger Agreement.
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1.7.2. Each Party hereby represents, warrants and covenants to the other Parties that the information
supplied in writing by such Party in connection with filings or notifications under, or relating to,
Antitrust Law is and will be accurate and complete in all material respects.

1.7.3. Each Party represents and warrants to the other Parties that (i) such Party has full power and
authority (including full corporate or other entity power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes the valid and
legally binding obligation of such Party, enforceable in accordance with its terms; and (iii) the
execution, delivery and performance of this Agreement and all other agreements contemplated hereby
have been duly authorized by such Party.

1.8. Exclusivity. The Parties agree that from and after the date of this Agreement, none of the Parties
will, solicit, initiate, encourage or participate in any discussions or negotiations, or enter into any
agreements, arrangements or understandings, with any person or entity, other than the other Parties,
regarding a possible transaction involving any assets or securities of the Company, including any
possible transaction that contemplates that such person or entity would, or reasonably could be
expected to, provide equity financing for, or otherwise serve as a principal party or investor in, an
acquisition of all or any part of the Company.

1.9. Cooperation. Wolverine shall reasonably cooperate with the Company in the preparation of the
financial statements and other information and data referred to in Section 6.14(c)(iv) of the Merger
Agreement, including any private placement memoranda referred to therein, and will use its
commercially reasonable efforts to consummate a Rule 144A offering of senior notes pursuant to the
Debt Financing Commitment as promptly as is reasonably practicable. In addition, the Parties will
reasonably cooperate to effect the timely defeasement of the Notes.

1.10. Indemnification. Each Party (an “Indemnifying Party”) shall protect, indemnify, defend and hold
each other Party (an “Indemnified Party”), its respective successors and assigns, and their respective
shareholders, directors, officers, employees and agents, harmless from and against any and all actions,
suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in
settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and
reasonable attorneys’ fees and expenses arising from or relating to a breach of this Agreement by the
Indemnifying Party; provided that this sentence shall not apply to the Parties’ obligations under
Section 1.1.4.

1.11. Open Water Ventures, LLC. Subject to receipt of its Debt Financing, Wolverine will cause Open
Water Ventures, LLC to perform and comply with all of its covenants and obligations required to be
performed by it under the Purchase Agreement, as and when the same are required to be performed by
it, but subject to the terms and conditions of the Purchase Agreement.

2.1. Termination. This Agreement shall become effective on the date hereof and shall terminate upon
the earliest of (i) the Closing pursuant to the Merger Agreement and (ii) the termination of the Merger
Agreement; provided, however, that any liability for failure to comply with the terms of this
Agreement shall survive any such termination. Notwithstanding the foregoing, Article 2, and
Sections 1.4, 1.5, 1.6 and 1.8 of this Agreement shall survive indefinitely following the termination of
this Agreement.

2.2. Amendment. This Agreement may be amended or modified and the provisions hereof may be
waived, only by an agreement in writing signed by each of the Parties.

2.3. Severability. In the event that any provision hereof would, under applicable law, be invalid or
unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be
valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof
are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.

2.4. Remedies. No Party shall have any liability under any provision of this Agreement under any
circumstances for punitive, consequential, special or incidental damages, including lost future income,
revenue or profits, as a result of any breach of this Agreement. In addition, the Parties to this
Agreement agree that irreparable damages would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their terms. Accordingly, it is agreed that the
Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement which, other than in the case of
Section 1.1.4, shall be in addition to any other remedy to which they are entitled at law or in equity.

2.5. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or
any document or instrument delivered in connection herewith, and notwithstanding the fact that certain
of the Parties may be partnerships or limited liability companies, by its acceptance of the benefits of
this Agreement, Parent and each Party acknowledges and agrees that no Person other than the Parties
has any obligations hereunder and that Parent and each Party has no right of recovery under this
Agreement or in any document or instrument delivered in connection herewith, or for any claim based
on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability
shall attach to, the former, current and future equity holders, controlling persons, directors, officers,
employees, agents, affiliates, members, managers, general or limited partners or assignees of the
Parties or any former, current or future stockholder, controlling person, director, officer, employee,
general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing
(collectively, each a “Non-Recourse Party”), through Parent, Merger Sub, the Company or otherwise,
whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf
of Parent, Merger Sub or the Company against any Non-Recourse Party, by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable
law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to
confer or give to any Person other than the parties hereto (including any Person acting in a
representative capacity) any rights or remedies against any Person other than as expressly set forth
herein.

2.6. Further Assurances. Each Party agrees to act in good faith and to execute such further documents
and perform such further acts as may be reasonably required to carry out the provisions of the Merger
Agreement and the Carveout Transaction Agreements and the transactions contemplated in each of the
foregoing, subject, in each case, to the terms and conditions thereof.

2.7. Construction. The Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or non-U.S. statute or law shall be deemed also
to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The
word “including” shall mean including without limitation.

2.8. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE DEEMED TO BE

MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT
THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION.
Parent, Merger Sub and the Parties hereby irrevocably submit to the exclusive personal jurisdiction of
the Court of Chancery of the State of Delaware, or to the extent such court does not have subject
matter jurisdiction, the United States District Court for the District of Delaware (the “Chosen Courts”)
solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and
hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the
Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this
Agreement or any such document may not be enforced in or by such Chosen Courts, and Parent,
Merger Sub and the Parties hereto irrevocably agree that all claims relating to such action, suit or
proceeding shall be heard and determined in the Chosen Courts. Parent, Merger Sub and the Parties
hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to
the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process
or other papers in connection with any such action, suit or proceeding in the manner provided in this
Section 2.8 or in such other manner as may be permitted by law shall be valid, effective and sufficient
service thereof.
2.9. WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB, WOLVERINE, BLUM AND
GOLDEN GATE ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY ACTION,

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SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF
PARENT, MERGER SUB, WOLVERINE, BLUM AND GOLDEN GATE CERTIFIES AND
ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY TO THIS AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR
PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PERSON
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH
PERSON MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PERSON HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.9.

2.10. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or
remedy accruing to any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or
acquiescence in any such breach or default, or of any similar breach or default occurring later, nor
shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any
other breach or default occurring before or after such waiver.

2.11. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes
the entire agreement, and supersedes all prior agreements, understandings, negotiations and
statements, both written and oral, among the parties or any of their affiliates with respect to the subject
matter contained herein except for such other agreements as are referenced herein which shall continue
in full force and effect in accordance with their terms.

2.12. Assignment. This Agreement may not be assigned by any Party or by operation of law or
otherwise without the prior written consent of each of the other Parties, except that this Agreement
may be assigned by any party to one or more of its affiliates; provided, however, that the party making
such assignment shall not be released from its obligations hereunder. Any attempted assignment in
violation of this Section 2.12 shall be null and void.

2.13. No Representations or Duty. (a) Each Party specifically understands and agrees that no Party has
made or will make any representation or warranty with respect to the terms, value or any other aspect
of the transactions contemplated hereby, and each Party explicitly disclaims any warranty, express or
implied, with respect to such matters. In addition, each Party specifically acknowledges, represents
and warrants that it is not relying on any other Party (i) for its due diligence concerning, or evaluation
of, the Company or its assets or businesses, (ii) for its decision with respect to making any investment
contemplated hereby or (iii) with respect to tax and other economic considerations involved in such
investment.

(b) In making any determination contemplated by this Agreement, each Party may make such
determination in its sole and absolute discretion, taking into account only such Party’s own views,
self-interest, objectives and concerns, except as expressly provided herein. No Party shall have any
fiduciary or other duty to any other Party or to Parent except as expressly set forth in this Agreement.

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2.14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different
Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.

2.15. Notices. All demands, notices, requests, consents, and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered by courier service,
messenger, telecopy or electronic mail at, or if duly deposited in the mails, by certified or registered
mail, postage prepaid — return receipt requested, to each Party at the address set forth in the
Commitment Letters (in the case of Blum and Golden Gate) or in the Carveout Transaction
Agreements (in the case of Wolverine), or any other address designated by such Party in writing to
Parent.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of
the date first above written.

WBG-PSS HOLDINGS LLC

By:   /s/ David Chung
Name:   David Chung
Title:   Vice President
WBG-PSS MERGER SUB INC.
By:   /s/ David Chung
Name:   David Chung
Title:   Vice President

WOLVERINE WORLD WIDE, INC.

By:   /s/ Blake W. Krueger

Name:   Blake W. Krueger
Title:   Chairman, Chief Executive Officer and President
GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P.
By: GGC Opportunity Fund Management, L.P.
Its: General Partner
By: GGC Opportunity Fund Management GP, Ltd.
Its: General Partner
By:   /s/ Sue Breedlove
Name:   Sue Breedlove
Title:   Authorized Signatory
BLUM STRATEGIC PARTNERS IV, L.P.
By: Blum Strategic GP IV, L.P., its General Partner
Its: Blum Strategic GP IV, L.L.C., its General Partner
By:   /s/ David Chung
Name:   David Chung
Title:   Authorized Person