EXHIBIT INDEX
JOHNSON WORLDWIDE ASSOCIATES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK
OWNERSHIP PLAN
Exhibit No. Exhibit
(4) Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (as amended)
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Exhibit 4
Johnson Worldwide Associates, Inc.
1994 Non-Employee Director Stock Ownership Plan
(as amended)
Section 1: Purpose
The purpose of the Johnson Worldwide Associates, Inc. 1994 Non-Employee Director
Stock Ownership Plan (the "Plan") is to promote the long-term growth and
financial success of Johnson Worldwide Associates, Inc. (the "Company") by
attracting and retaining non-employee directors of outstanding ability and
assisting the Company in promoting a greater identity of interest between the
Company's non-employee directors and its shareholders.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings set forth
below:
(a) Award means any Stock Option or Stock Award granted under the Plan.
(b) Board means the Company's Board of Directors.
(c) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(d) Company means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and any entity
that is directly or indirectly controlled by the Company or any entity
in which the Company has a significant interest as determined by the
Board.
(e) Fair Market Value means the fair market value of the Common Stock
determined by such methods or procedures as shall be established from
time to time by the Board; provided, however, that the Fair Market
Value shall not be less than the par value of the Common Stock; and
provided further, that so long as the Common Stock is traded on a
public market, Fair Market Value means the average of the high and low
prices of a share of Common Stock in the over-the-counter market on the
specified date, as reported by the Nasdaq National Market (or if no
sales occurred on such date, the last preceding date on which sales
occurred); provided, however, that if the principal market for the
Common Stock is then a national securities exchange, the Fair Market
Value shall be the average of the high and low prices of a share of
Common Stock on the principal securities exchange on which the Common
Stock is traded on the specified date (or if no sales occurred on such
date, the last preceding date on which sales occurred).
(f) 1934 Act means the Securities Exchange Act of 1934, as amended from
time to time.
(g) Participant means a Director of the Board who is not an employee of the
Company.
(h) Shares means shares of Common Stock of the Company.
(i) Stock Award means an award to a Participant comprised of Shares granted
under Section 6(b) of the Plan.
(j) Stock Option means an award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period granted under Section 6(a) of the Plan.
Section 3: Effective Dates
The Plan shall be in effect as of January 27, 1994, subject, however, to the
approval of the Plan by the shareholders of the Company. No Awards may be made
under the Plan after January 27, 2004 or earlier termination of the Plan by the
Board.
Section 4: Plan Operation
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii) adopted
under the 1934 Act and accordingly is intended to be self-governing. To this end
the Plan requires no discretionary action by any administrative body with regard
to any transaction under the Plan. To this extent, if any, that any questions of
interpretation arise, these shall be resolved by the Board.
Section 5: Stock Available for Awards
(a) Common Shares Available. The maximum number of Shares available for
Awards under the Plan may not exceed 100,000 shares of Common Stock of
the Company.
(b) Adjustments and Reorganizations. The Board, as it deems appropriate to
meet the intent of the Plan, may make such adjustments to (i) the
number of Shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan, and (ii) the number and type
and exercise price of Shares subject to outstanding Stock Options,
provided any such adjustments are consistent with the effect on other
shareholders arising from any corporate restructuring action. Such
actions may include, but are not limited to, any stock dividend, stock
split, combination or exchange of shares, merger, consolidation,
spin-off, recapitalization, or other distributions (other than normal
cash dividends) of Company assets to shareholders, or any other change
affecting Shares. The Board may also make such similar appropriate
adjustments in the calculation of Fair Market Value as it deems
necessary to preserve the Participants' rights under the Plan.
Notwithstanding the foregoing, (x) Stock Options subject to grant or
previously granted under the Plan at the time of any event described
above shall be subject to only such adjustment as shall be necessary to
maintain the proportionate interest of the Participant and preserve,
without exceeding, the value of such Stock Options, and (y) the number
of Shares subject to Stock Awards under the Plan at the time of any
event described above shall be subject to only such adjustment as shall
be necessary to maintain the relative proportionate interest
represented by such Shares immediately prior to any such event.
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(c) Common Stock Usage. If, after the effective date of the Plan, any
Shares covered by an Award granted under the Plan, or to which any
Award relates, are forfeited or if an Award otherwise terminates,
expires or is cancelled prior to the delivery of all of the Shares or
of other consideration issuable or payable pursuant to such Award and
if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of
other indicia of ownership of the Shares to which the Award relates,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award, to
the extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
Section 6: Awards
(a) Stock Options. By and simultaneous with the approval of the Plan by the
shareholders of the Company, each Participant at such time shall
automatically be granted a non-qualified stock option to purchase 5,000
Shares of Common Stock. Thereafter, on the date on which a Participant,
other than a Participant who was serving as a Director of the Company
on the date of shareholder approval, is first elected or appointed as a
Director of the Company during the existence of the Plan, such
Participant shall automatically be granted a non-qualified stock option
to purchase 5,000 Shares of Common Stock. The option exercise price
shall be the Fair Market Value of a Share of Common Stock on the date
of the grant which shall be payable at the time of exercise in cash,
previously acquired Shares of Common Stock valued at their Fair Market
Value or such other forms or combinations of forms as the Board may
approve. Each option shall have a term of ten years and shall become
fully exercisable one year following the date on which it is granted.
(b) Stock Awards. Commencing with the 1994 annual meeting of shareholders,
the Company shall issue to each Participant 500 Shares of Common Stock
on the first business day following each annual meeting of shareholders
until the Plan is terminated or amended.
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Section 7: General Provisions Applicable to Awards
(a) Transferability of Stock Options. Options granted under the Plan shall
not be transferable other than by will or under the laws of descent and
distribution, except that a Participant may, to the extent allowed by
the Board or a committee designated by the Board and in a manner
specified by the Board or such a committee, (i) designate in writing a
beneficiary to exercise the option after the Participant's death; or
(ii) transfer any option.
(b) Non-Transferability of Stock Awards. Shares awarded under Section 6(b)
hereof shall not be assignable, alienable, saleable or otherwise
transferable by the respective Participant until such Participant
ceases for any reason to serve on the Board. Notwithstanding the
preceding sentence, the following transfers or other dispositions will
not be deemed to be a violation of the transfer restrictions set forth
herein:
A gift or other transfer of Shares issued to (i) any trust or other
estate in which such Participant has a substantial beneficial interest
or as to which such Participant serves as a trustee or in a similar
capacity or (ii) any relative or spouse of such Participant, or any
relative of such spouse, who has the same home as the Participant which
in either case would not change the Participant's beneficial ownership
of those Shares for purposes of reporting under Section 16(a) of the
1934 Act; provided, that any Shares transferred by gift or otherwise
pursuant to this subparagraph will continue to be subject to the
non-transfer restrictions of this Section though such Shares are held
by the Participant.
(c) Termination of Directorship. If for any reason a Participant ceases to
be a Director of the Company one year or more after the Director's
initial election or appointment to the Board while holding an option
granted under the Plan, such option shall continue to be exercisable
for a period of three years after such termination or the remainder of
the option term, whichever is shorter. If for any reason other than
death a Participant ceases to be a Director of the Company within one
year of the Director's initial election or appointment to the Board,
the option granted under the Plan and held by the Director shall be
cancelled as of the date of such termination. In the event a
Participant dies within one year of initial election or appointment to
the Board, the option granted under the Plan shall be exercisable by
will or in accordance with the laws of descent and distribution for a
period of three years following the date of death.
(d) Documentation of Grants. Awards made under the Plan shall be evidenced
by written agreements or such other appropriate documentation as the
Board shall prescribe. The Board need not require the execution of any
instrument or acknowledgment of notice of an Award under the Plan, in
which case acceptance of such Award by the respective Participant will
constitute agreement to the terms of the Award.
(e) Plan Amendment. The Board may suspend or terminate the Plan or any
portion of the Plan at any time. The Board may also amend the Plan if
deemed to be in the best interests of the Company and its shareholders;
provided, however, that (i) no such amendment may impair any
Participant's right regarding any outstanding grants, elections or
other right to receive Shares under the Plan without his or her
consent, and (ii) the Plan may not be amended more than once every six
months, unless such amendment is permitted by Rule 16b-3(c)(2)(ii)(B)
under the 1934 Act.
(f) Governing Law. The validity, construction and effect of the Plan and
any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
Last Amended October 12, 1998
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Exhibit 5
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
MILWAUKEE FACSIMILE (414) 297-4900 WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
SACRAMENTO
September 29, 1999
Johnson Worldwide Associates, Inc.
1326 Willow Road
Sturtevant, WI 53177
Ladies & Gentlemen:
We have acted as counsel for Johnson Worldwide Associates, Inc., a
Wisconsin corporation (the "Company"), in connection with the preparation of a
Form S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 50,000 shares of the
Company's Class A Common Stock, $.05 par value per share (the "Class A Common
Stock"), which may be issued or acquired pursuant to the Johnson Worldwide
Associates, Inc. 1994 Non-Employee Director Stock Ownership Plan (the "Plan").
In this regard, we have examined: (a) the Plan, as amended; (b) signed
copies of the Registration Statement; (c) the Company's Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the Company's
Board of Directors relating to the Plan; and (e) such other documents and
records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The shares of Class A Common Stock, when issued pursuant to the
terms and conditions of the Plan, and as contemplated in the Registration
Statement, will be validly issued, fully paid and nonassessable, except as
otherwise provided by Section 180.0622(2)(b) of the Wisconsin Statutes.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/FOLEY & LARDNER
Exhibit 23.1
Consent of KPMG LLP
The Board of Directors
Johnson Worldwide Associates, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Johnson Worldwide Associates, Inc. of our report dated November 10, 1998,
relating to the consolidated balance sheets of Johnson Worldwide Associates,
Inc. and subsidiaries as of October 2, 1998 and October 3, 1997, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended October 2, 1998, which report
appears in the October 2, 1998 annual report on Form 10-K of Johnson Worldwide
Associates, Inc.
/s/ KPMG LLP
Milwaukee, Wisconsin
September 29, 1999
