SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Johnson Worldwide Associates, Inc.
(Name of Registrant as Specified in its Charter)
-----------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[GRAPHIC OMITTED]
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 2000
To the Shareholders of
JOHNSON WORLDWIDE ASSOCIATES, INC.
The Annual Meeting of Shareholders of Johnson Worldwide Associates, Inc. will be
held on Thursday, February 17, 2000 at 10:00 a.m., local time, at the Company's
Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, for the
following purposes:
1. To elect 6 directors to serve for the ensuing year.
2. To consider and act upon a proposed amendment to the Company's
Articles of Incorporation to change the name of the Company from
Johnson Worldwide Associates, Inc. to Johnson Outdoors Inc.
3. To consider and act upon a proposal to the approve the Johnson
Outdoors Inc. 2000 Long-Term Stock Incentive Plan.
4. To consider and act upon a proposed amendment to the Johnson Worldwide
Associates, Inc. 1987 Employees' Stock Purchase Plan to exclude
participation by certain highly compensated employees.
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on Monday, December 13, 1999
will be entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof. Holders of Class A common stock, voting as a separate
class, are entitled to elect two directors and holders of Class B common stock,
voting as a separate class, are entitled to elect the remaining directors.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return promptly the proxy card for Class A common stock and/or the
proxy card for Class B common stock in the return envelope provided in order to
be sure that your shares will be voted at the Annual Meeting.
By Order of the Board of Directors
Carl G. Schmidt
Senior Vice President and Chief
Financial Officer,
Secretary and Treasurer
Sturtevant, Wisconsin
January 14, 2000
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 Willow Road
Sturtevant, Wisconsin 53177
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held February 17, 2000
This Proxy Statement, which is first being mailed to shareholders on or about
January 14, 2000, is furnished in connection with the solicitation of proxies by
the Board of Directors of Johnson Worldwide Associates, Inc. (the "Company") to
be used at the Annual Meeting of Shareholders of the Company to be held on
Thursday, February 17, 2000 at 10:00 a.m., local time, at the Company's
Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, and at any
adjournment or postponement thereof ("Annual Meeting").
Shareholders who execute proxies may revoke them at any time before they are
voted by written notice addressed to the Secretary at the Company's address
shown above, or by giving notice in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at the
Annual Meeting. Where a shareholder specifies a choice by means of a ballot
provided in the proxy, the shares will be voted in accordance with such
specification.
The record date for shareholders entitled to notice of and to vote at the Annual
Meeting is December 13, 1999. On the record date, the Company had outstanding
and entitled to vote 6,910,709 shares of Class A common stock and 1,222,729
shares of Class B common stock. Holders of Class A common stock are entitled to
one vote per share for directors designated to be elected by holders of Class A
common stock and for other matters. Holders of Class B common stock are entitled
to one vote per share for directors designated to be elected by holders of Class
B common stock and ten votes per share for other matters.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting to serve until the next
annual meeting of shareholders or until their respective successors have been
duly elected. The Company's Articles of Incorporation provide that holders of
Class A common stock have the right to elect 25% of the authorized number of
directors and the holders of Class B common stock are entitled to elect the
remaining directors. At the Annual Meeting, holders of Class A common stock will
elect two directors and holders of Class B common stock will elect four
directors. Glenn N. Rupp and Terry E. London (the "Class A Directors") are the
nominees designated to be voted on by the holders of Class A common stock, and
Samuel C. Johnson, Helen P. Johnson-Leipold, Thomas F. Pyle, Jr. and Gregory E.
Lawton (the "Class B Directors") are the nominees designated to be voted on by
the holders of Class B common stock.
Proxies received from holders of Class A common stock will, unless otherwise
directed, be voted for the election of the nominees designated to be voted on by
the holders of Class A common stock and proxies received from holders of Class B
common stock will, unless otherwise directed, be voted for the election of the
nominees designated to be voted on by the holders of Class B common stock.
Proxies of holders of Class A common stock cannot be voted for more than two
persons and proxies of holders of Class B common stock cannot be voted for more
than four persons. Class A Directors are elected by a plurality of the votes
cast by the holders of Class A common stock and Class B Directors are elected by
a plurality of the votes cast by the holders of Class B common stock, in each
case at a meeting at which a quorum is present. "Plurality" means that the
individuals who receive the largest number of votes cast by holders of
the class of common stock entitled to vote in the election of such directors are
elected as directors up to the maximum number of directors to be chosen at the
meeting by such class. Consequently, any shares not voted on this matter
(whether by abstention, broker non-vote or otherwise) will have no effect on the
election of directors, except to the extent the failure to vote for an
individual results in that individual not receiving a sufficient number of votes
to be elected.
Listed below are the nominees of the Board of Directors for election at the
Annual Meeting. Each of the nominees is presently a director of the Company. If
any of the nominees should be unable or unwilling to serve, the proxies,
pursuant to the authority granted to them by the Board of Directors, will have
discretionary authority to select and vote for substituted nominees. The Board
of Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve.
Director
Name Age Business Experience During Last Five Years Since
Samuel C. Johnson 71 Chairman of the Board of the Company from January 1994 to 1970
March 1999. Chairman and until 1988, Chief Executive
Officer of S. C. Johnson & Son, Inc. (manufacturer of
household maintenance and industrial products) (SCJ).
Director of Mobil Corporation, H. J. Heinz Company and
Deere & Company. Mr. Johnson is the father of Helen P.
Johnson-Leipold.
Thomas F. Pyle, Jr. 58 Vice Chairman of the Board of the Company since October 1987
1997. Chairman of The Pyle Group since September 1996
(financial services and investments). Chairman, President
and Chief Executive Officer of Rayovac Corporation
(manufacturer of batteries and lighting products) from 1982
until September 1996. Director of Kewaunee Scientific
Corporation and Sub Zero Corporation.
Helen P. Johnson-Leipold 42 Chairman and Chief Executive Officer of the Company since 1994
March 1999. Vice President, Worldwide Consumer
Products-Marketing of SCJ from September 1998 to March
1999. Vice President, Personal and Home Care Products of
SCJ from October 1997 to September 1998. Executive Vice
President - North American Businesses of the Company from
October 1995 until July 1997. Vice President - Consumer
Marketing Services Worldwide of SCJ from 1992 to September
1995. Ms. Johnson-Leipold is the daughter of Samuel C.
Johnson.
Gregory E. Lawton 48 President of Johnson Wax Professional since January 1999. 1997
President and Chief Executive Officer of NuTone, Inc.
(manufacturer of ventilation fans, intercom systems and
other home products) from July 1994 to January 1999.
Director of General Cable Corporation.
2
Glenn N. Rupp 55 Chairman and Chief Executive Officer of Converse Inc. 1997
(manufacturer and marketer of athletic and leisure
footwear) since April 1996. Acting Chairman of McKenzie
Sports Products Inc. from August 1994 to April 1996.
Director of Consolidated Papers, Inc.
Terry E. London 50 President and Chief Executive Officer and a Director of 1999
Gaylord Entertainment Company (hospitality and attractions,
creative content and interactive media) (Gaylord) since May
1997. Executive Vice President and Chief Operating Officer
of Gaylord from March 1997 to May 1997. Senior Vice
President and Chief Financial and Administrative Officer of
Gaylord from September 1993 to March 1997.
Committees
The Board of Directors has standing Executive, Audit, Compensation and Stock
Committees and does not have a nominating committee.
The Executive Committee assists the Board of Directors in developing and
evaluating general corporate policies and objectives and, subject to certain
limitations, has the power to exercise fully the powers of the Board of
Directors. Present members of the Executive Committee are Messrs. Johnson
(Chairman) and Pyle and Ms. Johnson-Leipold.
The Audit Committee presently consists of Messrs. Rupp (Chairman) and Pyle. The
Audit Committee annually recommends to the Board of Directors independent public
accountants to act as auditors for the Company, reviews with the auditors in
advance the scope of the annual audit, reviews with the auditors and management,
from time to time, the Company's accounting principles, policies and practices
and reviews with the auditors annually the results of their audit.
The Compensation Committee presently consists of Messrs. Pyle (Chairman), Lawton
and Rupp. The Compensation Committee determines all compensation and benefits,
except for equity-based compensation, of the executive officers and key
employees of the Company.
The Stock Committee presently consists of Messrs. Pyle (Chairman) and Rupp. The
Stock Committee determines all equity-based compensation for executive officers
and key employees of the Company. The Stock Committee administers the Johnson
Worldwide Associates, Inc. Amended and Restated 1986 Stock Option Plan, the
Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan and the
Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan.
Committee assignments will be reviewed at the meeting of the Board of Directors
to be held January 26, 2000.
3
Meetings and Attendance
During the year ended October 1, 1999, there were five meetings of the Board of
Directors, two meetings of the Audit Committee, five meetings of the
Compensation Committee, no meetings of the Stock Committee (all actions were
taken by unanimous written consent) and no meetings of the Executive Committee.
All directors attended at least 75% of the meetings of the Board of Directors
and at least 75% of the meetings of the committees on which they serve.
Compensation of Directors
Retainer and Fees. Each director who is not an employee of the Company
("non-employee director") is entitled to receive an annual retainer of $15,000
and $1,000 for each meeting of the Board of Directors and each committee meeting
attended. The Vice Chairman of the Board receives an additional annual retainer
of $35,000. Non-employee directors are also entitled to receive an annual
retainer for serving on committees of the Board of Directors as follows: the
Chairman of each committee receives $3,500 and the other members each receive
$1,000.
Stock-Based Plans. The Company maintains the Johnson Worldwide Associates, Inc.
1994 Non-Employee Director Stock Ownership Plan (the "1994 Director Plan"),
which was approved by shareholders on January 27, 1994. The 1994 Director Plan
provides for up to 100,000 shares of Class A common stock to be issued to
non-employee directors in the following forms:
Stock Options. Upon first being elected or appointed as a director of
the Company during the existence of the 1994 Director Plan, a
non-employee director automatically receives an option to purchase
5,000 shares of Class A common stock. The exercise price for such
options is the fair market value of a share of Class A common stock on
the date of grant. Options have a term of ten years and become fully
exercisable one year after the date of grant.
Restricted Stock Awards. In addition, each non-employee director of the
Company automatically receives 500 shares of Class A common stock on
the first business day after the Company's annual meeting of
shareholders in each year during the existence of the 1994 Director
Plan. Shares of Class A common stock granted to non-employee directors
will not be eligible to be sold or otherwise transferred while the
non-employee director remains a director of the Company and thereafter
the restrictions will lapse. However, a non-employee director may
transfer the shares to any trust or other estate in which the director
has a substantial interest or a trust of which the director serves as
trustee or to his or her spouse and certain other related persons,
provided the shares will continue to be subject to the transfer
restrictions described above.
On January 27, 1999, 500 shares of restricted stock were awarded to each of the
non-employee directors of the Company at that time (Messrs. Johnson, Pyle,
Lawton and Rupp and Ms. Johnson-Leipold).
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth certain information at November 1, 1999 regarding
the beneficial ownership of each class of the Company's common stock by each
director, each person known by the Company to own beneficially more than 5% of
either class of the Company's common stock, each executive officer named in the
Summary Compensation Table set forth below, and all directors and executive
officers as a group based upon information furnished by such persons. Except as
indicated in
4
the footnotes, the persons listed have sole voting and investment power over the
shares beneficially owned.
Class A Common Stock(1) Class B Common Stock(1)
-------------------------------------- -----------------------------------------
Percentage of Percentage of Class
Number of Shares Class Number of Outstanding
Name and Address Outstanding Shares
- ----------------------------------- -------------------- ----------------- -----------------------------------------
Samuel C. Johnson 2,595,762 (2)(3) 37.6% 1,062,330 (2)(4) 86.9%
4041 North Main Street
Racine, Wisconsin 53402
Imogene P. Johnson 33,493 (4) * 1,037,330 (4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
JWA Consolidated, Inc. 114,464 (5) 1.7 1,037,330 (4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
Johnson Trust Co. 366,796 (6) 5.3 142,616 (6) 11.7
4041 North Main Street
Racine, Wisconsin 53402
Helen P. Johnson-Leipold 281,897 (5)(7)(8) 4.1 1,056,722 (4)(6)(8) 86.4
4041 North Main Street
Racine, Wisconsin 53402
Royce & Associates, Inc. 640,320 (9) 9.32 (9) - -
1414 Avenue of the Americas
New York, NY 10019
Dimensional Fund Advisors Inc. 549,500 (10) 8.0 (10) - -
1299 Ocean Avenue
Santa Monica, CA 90401
Carl G. Schmidt 83,758 (11) 1.2 - -
Mamdouh Ashour 52,600 (12) * - -
Thomas F. Pyle, Jr. 22,374 (13) * - -
Gregory E. Lawton 6,000 (14) * - -
Glenn N. Rupp 6,000 (14) * - -
Patrick J. O'Brien 3,344 (15) * - -
Terry E. London -- * - -
R. C. Whitaker -- * - -
All directors and executive 3,051,735 (4)(5)(6) 43.2 1,081,722 (2)(4) 88.5
officers as a group (8 persons) (17) (8)(16) (6)(8)
- -----------------------------------
* The amount shown is less than 1% of the outstanding shares of such class.
5
(1) Shares of Class B common stock ("Class B Shares") are convertible on a
share-for-share basis into shares of Class A common stock ("Class A
Shares") at any time at the discretion of the holder thereof. As a
result, a holder of Class B Shares is deemed to beneficially own an
equal number of Class A Shares. However, in order to avoid overstatement
of the aggregate beneficial ownership of Class A Shares and Class B
Shares, the Class A Shares reported in the table do not include Class A
Shares which may be acquired upon the conversion of Class B Shares.
(2) Shares reported by Mr. Johnson include 98,000 Class A Shares and
1,037,330 Class B Shares over which Mr. Johnson may be deemed to share
voting power and investment power. The 98,000 Class A Shares are held of
record by a corporation controlled by Mr. Johnson through various
trusts. The 1,037,330 Class B Shares are held of record by the Johnson
Worldwide Associates, Inc. Class B Common Stock Voting Trust ("Voting
Trust") of which certain trusts of which Mr. Johnson serves as sole
trustee are Voting Trust unit holders. Mr. Johnson owns 2,221,627 Class
A Shares and 47,046 Class B Shares as sole trustee of a trust for his
benefit and reports beneficial ownership of the remaining Class A Shares
and Class B Shares indirectly as the sole trustee of a trust for the
benefit of Mr. Johnson, members of his family or related entities (the
"Johnson Family"), as the sole trustee of a shareholder of certain
corporations, or pursuant to options to acquire Class A Shares. Not
included in the number of Class A Shares or Class B Shares beneficially
owned by Mr. Johnson are Class A Shares or Class B Shares held by Mr.
Johnson's wife, Imogene P. Johnson, by family partnerships of which Mr.
Johnson is not a general partner, or does not directly or indirectly
control a general partner, by corporations in which all of the common
stock is beneficially owned by Mr. Johnson's adult children or by
Johnson Trust Company, Inc. ("JT"), except as otherwise noted.
(3) Includes options to acquire 6,693 Class A Shares, which options are
exercisable within 60 days.
(4) Shares reported by Mrs. Johnson include 1,037,330 Class B Shares
directly held by the Voting Trust and over which Mrs. Johnson has shared
voting power and shared investment power as sole trustee of the Voting
Trust, and all of which are also reported as beneficially owned by Mr.
Johnson, Ms. Johnson-Leipold and JWA Consolidated, Inc. as Voting Trust
unit holders. Mrs. Johnson reports the remaining shares as personally
owned.
(5) The 114,464 Class A Shares are also reported as beneficially owned by
Ms. Johnson-Leipold as sole trustee of the Samuel C. Johnson Family
Trust, which controls JWA Consolidated, Inc.
(6) Includes 317,280 Class A Shares and 75,992 Class B Shares over which JT
has shared voting power and shared investment power, of which 19,392
Class B Shares are also reported as beneficially owned by Ms.
Johnson-Leipold. JT reports beneficial ownership of the Class A Shares
and Class B Shares reflected in the table as sole trustee of various
trusts principally for the benefit of members of the Johnson Family. Mr.
Johnson is directly or indirectly the controlling shareholder of JT.
(7) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days and 409 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.
(8) Includes 127,024 Class A Shares and 19,392 Class B Shares over which Ms.
Johnson-Leipold has shared voting power and shared investment power, all
of which are reported as beneficially owned by JT. Ms. Johnson-Leipold
beneficially owns such Class A Shares and Class B Shares indirectly as
the settlor and beneficiary of a trust and through such trust as a
general partner of certain
6
limited partnerships controlled by the Johnson Family and as a
controlling shareholder, with trusts for the benefit of Mr. Johnson and
his adult children, of certain corporations.
(9) The information is based on a report on Schedule 13G, dated February 8,
1999, filed by Royce & Associates, Inc. ("Royce") and Charles M. Royce
with the Securities and Exchange Commission. Mr. Royce may be deemed to
be a controlling person of Royce and as such may be deemed to
beneficially own the shares held by Royce. Royce reported sole voting
and sole dispositive power with respect to all of the reported shares.
(10) The information is based on a report on Schedule 13G, dated February 12,
1999, filed by Dimensional Fund Advisors Inc., a registered investment
advisor ("Dimensional") with the Securities and Exchange Commission.
Dimensional reported sole voting and sole dispositive power with respect
to all of the reported shares. Dimensional disclaims beneficial
ownership of all of the reported shares, which are owned by advisory
clients of Dimensional.
(11) Includes options to acquire 75,333 Class A Shares, which options are
exercisable within 60 days, and 725 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.
(12) Includes options to acquire 46,500 Class A Shares, which options are
exercisable within 60 days.
(13) Includes options to acquire 16,693 Class A Shares, which options are
exercisable within 60 days.
(14) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days.
(15) Includes 344 shares held by the Company's 401(k) Retirement and Savings
Plan, over which the reporting person has sole voting power.
(16) Includes options to acquire 160,219 Class A Shares for all officers and
directors as a group, which options are exercisable within 60 days.
(17) Excludes shares held by Mr. Whitaker who resigned as President and Chief
Executive Officer in March 1999.
At November 1, 1999, the Johnson Family beneficially owned 3,376,869 Class A
Shares, or approximately 48.8% of the outstanding Class A Shares, and 1,168,366
Class B Shares, or approximately 95.6% of the outstanding Class B Shares.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for all
compensation and benefits provided to the Company's Chief Executive Officer,
other executive officers and key employees, except for equity-based
compensation. All equity-based compensation decisions are made by the Stock
Committee of the Board of Directors, which is comprised of two members of the
Compensation Committee. Set forth below is a report explaining the rationale
underlying fundamental executive compensation decisions affecting the Company's
executive officers, including the executive officers named in the Summary
Compensation Table (the "Named Executive Officers").
7
Overall Compensation Philosophy
The Company's program is designed to align compensation with Company
performance, business strategy, Company values and management initiatives. The
Company's overall compensation objectives will provide a competitive total
compensation program designed to attract and retain high quality individuals and
maintain a performance oriented culture that fosters increased shareholder
value. The compensation policy is:
o Base salaries will be targeted at the competitive average, based on a
review of the appropriate labor markets.
o Incentive plans will be targeted above the competitive average with no
cap on potential and will be widely used so that employees participate
based on relevant Company, team and individual performance.
o All compensation programs will be designed to add shareholder value.
The Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified financial goals and the executive's
success in meeting specific performance goals. As an executive's level of
responsibility increases, a greater portion of total compensation is based on
performance-based incentive compensation and less on salary and employee
benefits, creating the potential for greater variability in the individual's
compensation level from year to year. The mix, level and structure of
performance-based incentive elements reflect market industry practices as well
as the executive's role and relative impact on business results.
The Compensation Committee continually monitors the operation of the Company's
executive compensation program. This monitoring includes a biannual report from
independent compensation consultants assessing the effectiveness of the
Company's compensation program by comparing the Company's executive compensation
to a group of public corporations in the recreation and sporting goods industry
and certain leading manufacturing companies located in Wisconsin (the
"Comparator Group"). The Comparator Group used for compensation analysis
includes, but is not limited to, companies in the peer group established to
compare shareholder returns. The Compensation Committee reviews the selection of
companies used for this analysis and believes that these companies represent the
Company's most direct competitors for executive talent.
The Compensation Committee determines the compensation of the Chief Executive
Officer and sets policies for, reviews and approves the recommendations of
management (subject to such adjustments as may be deemed appropriate by the
Committee) with respect to the compensation awarded to other executive officers
and other key employees (including the other Named Executive Officers).
The key elements of the Company's executive compensation program consist of base
salary, annual bonus and long-term stock incentives. Senior executive
compensation packages are increasingly weighted toward programs contingent upon
the Company's performance. As a result, actual compensation levels of senior
executives in any particular year may vary within the range of compensation
levels of the competitive marketplace based on the Company's actual performance
and its prior year's financial results. Although the Compensation Committee
believes strongly in offering compensation opportunities competitive with those
of comparable members in the Company's industry, the most important
considerations in setting annual compensation are Company performance and
individual contributions. A general description of the elements of the Company's
compensation package, including the basis for the compensation awarded to the
Company's Chief Executive Officer for 1999, follows.
8
Base Salary
Base salaries are initially determined by evaluating the responsibilities of the
position, the experience of the individual and the salaries for comparable
positions in the competitive marketplace. Base salary levels for the Company's
executive officers are generally positioned to be competitive with comparable
positions in the Comparator Group. The Compensation Committee annually reviews
each executive officer's base salary. In determining salary adjustments for
executive officers, the Committee considers various factors, including the
individual's performance and contribution, the average percentage pay level for
similar positions and the Company's performance. In the case of executive
officers with responsibility for a particular business unit, such unit's
financial results are also considered. The Compensation Committee, where
appropriate, also considers nonfinancial performance measures such as
improvements in product quality, manufacturing efficiency gains and the
enhancement of relations with Company customers and employees. The Compensation
Committee exercises discretion in setting base salaries within the guidelines
discussed above.
Effective January 1, 1999, Mr. Whitaker's annualized base salary was increased
from $360,000 to $375,000 to reflect the Compensation Committee's assessment of
the factors listed above. Mr. Whitaker resigned as President and Chief Executive
Officer in March 1999. Ms. Johnson-Leipold assumed the position of Chairman and
Chief Executive Officer with an annualized base salary of $375,000 in March
1999.
Bonus Program
The Compensation Committee recognizes the importance of aligning executive
compensation with the interests of the shareholders and believes that
improvement in economic value provides the best measure of shareholder returns.
Accordingly, the Board of Directors adopted the Johnson Worldwide Associates
Economic Value Added Bonus Plan ("EVA Plan"). The EVA Plan provides for bonus
awards based solely on improvements in the Economic Value Added ("EVA") of the
Company. EVA(R)1 is a measure of after tax operating profit after the deduction
of all costs, including the cost of the Company's capital. The EVA Plan is based
on three key concepts: (1) a target bonus, (2) expected improvement in EVA, and
(3) a bonus bank. The EVA bonus eligible to be earned is equal to the sum of the
target bonus plus (or minus) the improvement (or deterioration) from the
targeted amount of EVA.
The Company's executive officers are included in the EVA Plan. Target bonuses
ranging from 40% to 100% of an executive's base salary are established by the
Compensation Committee for each executive officer at the beginning of the year.
Target award opportunities are competitive with industry practices. The EVA Plan
includes approximately 100 participants.
The expected improvement in EVA is used to determine the targeted level of EVA
and is determined by an objective review of the past performance of the Company,
taking into account the goal of achievement of a substantial improvement in EVA
over a multiple year period. Such review is conducted by independent
compensation consultants expert in the concepts of EVA. The annual amount of
expected improvement in EVA is fixed. This approach results in the need to
achieve increasingly higher EVA levels each year to maintain the same level of
incentive compensation. To ensure that the EVA Plan provides strong incentives
for management to annually increase shareholder value and does not reward poor
performance by reducing performance standards or penalize superior performance
by raising
- ------------------
1 EVA is a registered trademark of Stern Stewart & Co.
9
performance standards, the Compensation Committee allowed no recalibration of
the expected EVA improvement for a period of at least three years, beginning
with 1997.
The bonus eligible to be earned is credited to a bonus bank ("Bank"). The
maximum amount that may be withdrawn from the Bank in any year is equal to the
amount of the target bonus for that year plus one third of the balance of the
Bank in excess of the target bonus. Accordingly, the balance in the Bank is "at
risk." No bonus is paid when the balance in the Bank is negative. Negative Bank
balances are carried forward and are offset against future bonuses earned. There
is no cap on the amount of bonus that can be earned for achievement of superior
levels of EVA improvement, nor is there a floor on the amount of negative bonus
credited to the Bank if EVA declines. Bank balances vest only in the event of
death, retirement or involuntary termination. The concept of a Bank is utilized
to encourage long-term thinking with regard to the operation of the Company.
The Compensation Committee retains the final authority to approve individual
bonuses and may, at its sole discretion, reduce or eliminate bonuses determined
under the EVA Plan formula.
The Company's performance improved in 1999. The Company's EVA improvement was
$4.5 million (a 40 basis point improvement in after-tax return on EVA capital),
versus an expected improvement of $6.9 million, resulting in a bonus multiple of
65% of base salary, or $130,200, for Ms. Johnson-Leipold.
Long-Term Stock Incentives
Long-term stock incentives are designed to encourage and create significant
ownership of Company stock by key executives, thereby promoting a close identity
of interests between the Company's management and its shareholders. Another
objective of long-term stock incentives is to encourage and reward executives
for long-term strategic management and the enhancement of shareholder value. The
Company's equity-based award practices are designed to be competitive with those
offered by other recreation and sporting goods companies and other leading
manufacturing companies in Wisconsin. To this end, the Stock Committee considers
recommendations from the Company's independent compensation consultants in
determining the level of equity-based awards. The Company currently grants two
forms of long-term stock incentives: stock options and, on a more selective
basis, restricted stock.
Stock Options. Under the Company's 1994 Long-Term Stock Incentive Plan and the
1986 Stock Option Plan, nonqualified stock options have been the primary form of
long-term incentive compensation. Options typically are granted annually, with
the size of grants varying based on several factors, including the executive's
level of responsibility and past contributions to the Company as well as the
practices of peer companies. Consideration is also given to a person's potential
for future responsibility and promotion. The number of shares covered by grants
generally reflects competitive industry practices. Stock options are granted
with an exercise price equal to the market price of the common stock on the date
of grant. Stock options granted in 1999 vest ratably over a three year period.
Vesting schedules are designed to encourage the creation of shareholder value
over the long-term since the full benefit of the compensation package cannot be
realized unless stock price appreciation occurs over a number of years.
Stock option grants in 1999 reflect the considerations discussed above. On
December 16, 1998, Mr. Whitaker received options to purchase 15,000 shares at an
exercise price of $9.6875 per share. In March 1999, Ms. Johnson-Leipold received
options to purchase 85,000 shares at an exercise price of $8.125 per share.
Restricted Stock. The Company has a Restricted Stock Plan, which was adopted in
1986. The 1994 Long-Term Stock Incentive Plan also allows for the issuance of
restricted stock. Under these plans, grants are
10
made on a highly selective basis to executive officers. From time to time,
current executives may receive grants of restricted stock to recognize corporate
successes and individual contributions. The Stock Committee decides appropriate
award amounts based on the circumstances of the situation (for example, in the
case of a new hire, the level of the position to be filled and the
qualifications of the executive sought to fill that role).
In 1999, 15,000 shares of restricted stock were awarded to Ms. Johnson-Leipold
in conjunction with her employment by the Company.
Compliance with Internal Revenue Code Section 162(m)
It is anticipated that all 1999 compensation to executives will be fully
deductible under Section 162(m) of the Internal Revenue Code and therefore the
Compensation Committee determined that a policy with respect to qualifying
compensation paid to executive officers for deductibility is not necessary.
Compensation Committee
Thomas F. Pyle, Jr. (Chairman)
Gregory E. Lawton
Glenn N. Rupp
Summary Compensation Information
The following table sets forth certain information concerning compensation paid
for the last three fiscal years to the Chief Executive Officer and each of the
Company's executive officers.
11
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
----------------------------------------------------- --------------------------
Securities
Restricted Underlying
Other Annual Stock Stock All Other
Name and Principal Position(s) Year Salary Bonus(7) Compensation(8) Awards(9) Options Compensation(11)
- -------------------------------- ----------------------------------------------------- -------------------------- ----------------
Helen P. Johnson-Leipold 1999 $199,000(6) $130,200 $ -- $132,400(6) 85,000 $ 25,800
Chairman and Chief 1998 --(6) -- -- --(6) -- --
Executive Officer (1) 1997 142,700(6) 57,800 -- 13,100 30,000 (10) 3,800
R. C. Whitaker 1999 162,600 -- -- -- 15,000 (10) 335,900
President and Chief 1998 355,000 167,000 -- -- 25,000 44,200
Executive Officer (2) 1997 323,400 206,600 -- 32,700 75,000 160,900
Patrick J. O'Brien 1999 132,600 73,700 -- 24,600 97,000 16,300
President and Chief 1998 -- -- -- -- -- --
Operating Officer (3) 1997 -- -- -- -- -- --
Carl G. Schmidt 1999 230,300 105,400 -- -- 10,000 28,700
Senior Vice President and 1998 212,300 78,400 -- -- 15,000 23,700
Chief Financial Officer, 1997 190,300 108,900 -- -- 25,000 16,900
Secretary and
Treasurer (4)
Mamdouh Ashour 1999 257,500 -- -- -- 7,500 192,500
Group Vice President 1998 250,000 39,300 -- -- 15,000 109,500
and President - 1997 233,300 92,100 -- -- 7,000 151,500
Worldwide Diving (5)
Footnotes to Summary Compensation Table
(1) Ms. Johnson-Leipold has been Chairman and Chief Executive Officer since
March 1999. From October 1995 to July 1997, she served as Executive Vice
President - North American Businesses.
(2) Mr. Whitaker resigned as President and Chief Executive Officer in March
1999.
(3) Mr. O'Brien has been President and Chief Operating Officer since April
1999.
(4) Mr. Schmidt has been Senior Vice President and Chief Financial Officer,
Secretary and Treasurer since May 1995. From July 1994 to May 1995 he
served as Vice President, Chief Financial Officer, Secretary and Treasurer.
(5) Mr. Ashour has been a Group Vice President of the Company since October
1997 and President - Worldwide Diving since August 1996. From 1994 to
August 1996, he served as President of Scubapro Europe.
(6) Does not include restricted stock awards or amounts paid for services as a
director of the Company during the applicable year. No such awards were
granted or services paid while Ms. Johnson-Leipold was an employee of the
Company.
(7) The amounts in the table for the year ended October 1, 1999 consist of
amounts accrued under the EVA Plan.
12
(8) The amounts are less than the lesser of $50,000 or 10% of total annual
salary and bonus.
(9) The amounts in the table reflect the market value on the date of grant (net
of any consideration paid by the named executive officer) of restricted
shares of Class A common stock awarded under the 1994 Long-Term Stock
Incentive Plan. The number of restricted (unvested) shares held by the
named executive officers and the market value of such shares (net of any
consideration paid by the named executive officers) as of October 1, 1999
were as follows: Ms. Johnson-Leipold, 15,000 shares ($132,400) and Mr.
O'Brien 3,000 shares ($24,600). Ms. Johnson-Leipold received an award of
15,000 shares of restricted stock on March 22, 1999. Mr. O'Brien received
an award of 3,000 shares of restricted stock on April 12, 1999. One-third
of the shares awarded to Ms. Johnson-Leipold and Mr. O'Brien vest on each
successive anniversary of the date of award. Holders of restricted shares
are entitled to receive dividends, if any, on such shares.
(10) Cancelled effective 30 days after resignation.
(11) The amounts in the table for the year ended October 1, 1999 consist of the
following:
(a) Amounts to be credited for qualified retirement contributions are
$12,800 for Ms. Johnson-Leipold, $_________ for Mr. Whitaker, $10,600
for Mr. O'Brien, $12,800 for Mr. Schmidt and $12,800 for Mr. Ashour.
(b) Company matching contributions to the executives' 401(k) plan accounts
during the year ended October 1, 1999 of $5,000 for Ms.
Johnson-Leipold, $5,000 for Mr. Whitaker, $3,500 for Mr. O'Brien,
$5,200 for Mr. Schmidt and $5,000 for Mr. Ashour.
(c) Company contributions to the executives' non-qualified plan accounts
during the year ended October 1, 1999 of $8,000 for Ms.
Johnson-Leipold, $24,100 for Mr. Whitaker, $2,200 for Mr. O'Brien,
$10,700 for Mr. Schmidt and $10,500 for Mr. Ashour.
(d) $164,200 paid to Mr. Ashour for expatriate cost of living and income
tax allowances.
(e) $306,800 paid to Mr. Whitaker during the fiscal year ended October 1,
1999 under his separation agreement. See "Agreements with Named
Executive Officers."
Stock-Based Compensation
The following table provides details regarding stock options granted to the
Named Executive Officers in fiscal 1999 under the Johnson Worldwide Associates,
Inc. 1994 Long-Term Stock Incentive Plan. In addition, this table shows
hypothetical gains that would exist for the respective options granted to the
Named Executive Officers. These gains are based on assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the options were
granted over the full option term.
13
OPTION GRANTS IN FISCAL 1999
Potential Realizable Values
Number of at Assumed Annual Rates
Securities % of Total of Stock Price Appreciation
Underlying Options Granted Exercise or for Option Term
Options to Employees in Base Price Expiration -----------------------------
Name Granted Fiscal Year ($/share) Date 5% 10%
- --------------------- ---------------------------------- -------------- -------------- -----------------------------
Helen P.
Johnson-Leipold 85,000(1) 24% $8.125 3/9/09 $434,330 $1,100,678
R. C. Whitaker 15,000(2) 4 9.688 4/9/99 -- --
Patrick J. O'Brien 97,000(3) 27 7.125 4/6/09 434,645 1,101,475
Carl G. Schmidt 10,000(4) 3 9.688 12/16/08 60,924 154,394
Mamdouh Ashour 7,500(4) 2 9.688 12/16/08 45,693 115,795
(1) One-third of the options vest and become exercisable each successive year
after grant, commencing March 9, 2000.
(2) Cancelled effective 30 days after Mr. Whitaker's resignation.
(3) One-third of the options vest and become exercisable each successive year
after grant, commencing April 6, 2000.
(4) One-third of the options vest and become exercisable each successive year
after grant, commencing December 16, 1999.
The following table shows stock option exercises by the Named Executive Officers
during fiscal 1999. In addition, this table includes the number of shares
remaining covered by both "exercisable" (i.e., vested) and "unexercisable"
(i.e., unvested) stock options as of October 1, 1999. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the October 1, 1999
closing price of the Class A common stock of $8.94.
AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND
FISCAL 1999 YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at 10/1/99 Options at 10/1/99
Acquired Value ------------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ---------------- -------------- --------------- --------------- -------------- ---------------
Helen P.
Johnson-Leipold -- $ -- 5,000 85,000 $-- $69,275
R. C. Whitaker -- -- -- -- -- --
Patrick J. O'Brien -- -- -- 97,000 -- 176,055
Carl G. Schmidt -- -- 75,333 11,667 -- --
Mamdouh Ashour -- -- 46,500 10,000 -- --
14
Total Shareholder Return
The graph below compares on a cumulative basis the yearly percentage change
since September 30, 1994 in (a) the total return to shareholders on the Class A
common stock with (b) the total return on the Nasdaq Stock Market-U.S. Index and
(c) the total return on a self-constructed peer group index. The peer group
consists of the Company, K2, Inc., Brunswick Corporation, The Coleman Company,
Inc., and Huffy Corporation. The graph assumes $100 was invested on September
30, 1994 in Class A common stock, the Nasdaq Stock Market-U.S. Index, the
Russell 2000 Index and the peer group index.
[GRAPHIC OMITTED]
9/30/94 9/29/95 9/27/96 10/3/97 10/2/98 10/1/99
Johnson Worldwide
Associates $100.00 $90.57 $53.77 $64.15 $32.08 $33.73
Nasdaq Market Index 100.00 122.04 140.99 193.64 196.66 316.63
Russell 2000 Index 100.00 123.37 139.71 186.04 150.66 177.11
Peer Group 100.00 102.40 110.80 150.49 69.87 99.52
Agreements with Named Executive Officers
In March 1999, the Company entered into a separation agreement with Mr.
Whitaker, the Company's former President and Chief Executive Officer. Pursuant
to the terms of this agreement, Mr. Whitaker resigned from all positions with
the Company and its subsidiaries as of March 9, 1999. The Company agreed to (i)
make outplacement services available for a one-year period, (ii) pay Mr.
Whitaker $526,000 over a twelve-month period and (iii) vest 833 shares of
restricted stock awarded to Mr. Whitaker under the 1994 Long-Term Stock
Incentive Plan. Under this agreement, Mr. Whitaker agreed not to be
15
employed by, or affiliated with, certain competitors of the Company during the
period beginning on his resignation date and ending March 9, 2000 (the
"Restricted Period") and, among other things, not to solicit for employment any
person employed by the Company during the Restricted Period. Mr. Whitaker also
agreed to a confidentiality arrangement during the Restricted Period and for two
years thereafter and released the Company from any and all liability. In the
event that Mr. Whitaker violates the terms of the agreement, the Company is
entitled to withhold and terminate all payments and benefits provided under the
agreement and recover from Mr. Whitaker all payments and benefits previously
provided to him thereunder.
AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE NAME of Company
The Board of Directors proposes and recommends that the shareholders approve an
amendment (the "Name Change Amendment") to Article 1 of the Company's Articles
of Incorporation to change the name of the Company from "Johnson Worldwide
Associates, Inc." to "Johnson Outdoors Inc." The terms of the Name Change
Amendment are set forth in Appendix A to this Proxy Statement. The name change
is intended to better reflect the nature of the Company's business. Changing the
Company's name does not alter any of the rights of shareholders.
The affirmative vote of a majority of the votes represented and voted at the
Annual Meeting (assuming a quorum is present) is required to approve the Name
Change Amendment. Any shares not voted at the Annual Meeting (whether by broker
non-votes or otherwise, except abstentions), will have no impact on the vote.
Shares as to which holders abstain from voting will be treated as votes against
the Name Change Amendment.
The Board of Directors recommends a vote "FOR" the Name Change Amendment. Shares
of common stock represented by executed but unmarked proxies will be voted "FOR"
such amendment.
2000 LONG-TERM STOCK INCENTIVE PLAN
General
The purpose of the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan
(the "2000 Plan") is to enhance the ability of the Company and its affiliates to
attract and retain employees who will make substantial contributions to the
Company's long-term business growth and to provide meaningful incentives to such
employees which are more directly linked to the profitability of the Company's
businesses and increases in shareholder value. In addition, the 2000 Plan is
designed to encourage and provide opportunities for stock ownership by such
employees which will increase their proprietary interest in the Company and,
consequently, their identification with the interests of the shareholders of the
Company.
The Company currently has in effect the 1994 Long-Term Stock Incentive Plan (the
"1994 Plan") and the 1986 Stock Option Plan. As of November 1, 1999,
approximately 183,468 shares of Class A common stock remained available for the
granting of additional awards under these plans. To allow for future
equity-based compensation awards to be made by the Company to its employees, the
2000 Plan was adopted by the Board of Directors on December 13, 1999 and became
effective as of that date, subject to approval of the Plan by the shareholders
of the Company within twelve months of such effective date. The 1994 Plan and
the 1986 Stock Option Plan will be terminated, except as to outstanding options,
upon approval of the 2000 Plan by the shareholders.
16
The following summary description of the 2000 Plan is qualified in its entirety
by reference to the full text of the 2000 Plan.
Administration
The 2000 Plan is required to be administered by a committee of the Board (the
"Committee") consisting of not less than two members of the Board who are not
employees of the Company. If at any time the Committee is not in existence, the
Board will administer the 2000 Plan. The Stock Committee will serve as the
administrator of the 2000 Plan. Among other functions, the Committee has the
authority to establish rules for the administration of the 2000 Plan; to select
the employees of the Company and its affiliates to whom awards will be granted;
to determine the types of awards to be granted to employees and the number of
shares covered by such awards; to set the terms and conditions of such awards;
and to cancel, suspend and amend awards granted to employees to the extent
authorized under the 2000 Plan. Except as otherwise provided in the 2000 Plan,
determinations and interpretations with respect thereto and any award agreements
thereunder will be in the sole discretion of the Committee, whose determinations
and interpretations will be binding on all parties. Any employee of the Company
or any affiliate, including any executive officer or employee-director of the
Company, is eligible to receive awards under the 2000 Plan. In addition,
consultants and advisors to the Company will be eligible to receive nonqualified
stock options under the 2000 Plan. Approximately 59 employees currently would be
eligible to participate in the 2000 Plan.
Awards under the 2000 Plan; Available Shares
The 2000 Plan authorizes the granting to employees of: (a) stock options, which
may be either incentive stock options meeting the requirements of Section 422 of
the Internal Revenue Code ("ISOs") or non-qualified stock options; (b) stock
appreciation rights ("SARs"); and (c) stock awards that give a participant the
right to receive a specified number of shares or a cash equivalent payment. The
2000 Plan provides that up to a total of 600,000 shares of Class A common stock
will be available for the granting of awards. The aggregate number of shares
that can be awarded to any one participant during any fiscal year of the Company
shall not exceed 200,000 shares. No more than 100,000 shares can be granted as
stock awards and stock appreciation rights. If any shares subject to awards
granted under the 2000 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 other consideration issuable or payable pursuant to the
award, such shares will be available for the granting of new awards under the
2000 Plan.
Terms of Awards
Options. The exercise price per share of Class A common stock subject to an
option granted under the 2000 Plan will be determined by the Committee, provided
that the exercise price may not be less than 100% of the fair market value of a
share of Class A common stock on the date of grant. The term of an option
granted under the 2000 Plan will be as determined by the Committee, but cannot
exceed ten years. Options granted under the 2000 Plan will become exercisable in
such manner and within such period or periods and in such installments or
otherwise as determined by the Committee. Options will be exercised by payment
in full of the exercise price, either in cash or (at the discretion of the
Committee) in whole or in part by tendering, either by actual delivery of shares
or by attestation, shares of Class A common stock or other consideration having
a fair market value on the date of exercise equal to the option exercise price.
All ISOs granted under the 2000 Plan will also be required to comply with all
other terms of Section 422 of the Internal Revenue Code.
17
SARs. An SAR granted under the 2000 Plan will confer on the holder a right to
receive, upon exercise thereof, the excess of (a) the fair market value of one
share of Class A common stock on the date of exercise over (b) the grant price
of the SAR as specified by the Committee. The grant price of an SAR under the
2000 Plan will not be less than the fair market value of a share of Class A
common stock on the date of grant or, if the Committee so determines, in the
case of any SAR granted in tandem with or in substitution for another award
granted under the 2000 Plan, on the date of grant of such other award. The grant
price, term, methods of exercise, methods of settlement (including whether the
holder of an SAR will be paid in cash, shares of Class A common stock or other
consideration), and any other terms and conditions of any SAR granted under the
2000 Plan will be determined by the Committee.
Stock Awards. A stock award will give the holder the right to receive a
specified number of shares of Class A common stock or a cash equivalent payment
or a combination thereof, subject to the terms and conditions of the award,
which may include forfeitability contingencies based on continued employment
with the Company or on meeting specified performance criteria or both. The
Committee will determine the terms and conditions of an award including any
restriction or performance period, any performance goals or targets, the
proportion of payments, if any, to be made for performance at specified
performance levels and the restrictions, if any, applicable to any shares
received upon payment. A stock award may be in the form of shares or share
units. The Committee may at any time adjust performance goals (up or down) and
minimum or full performance levels (and any intermediate levels and proportion
of payments related thereto), adjust the manner in which performance goals are
measured, or shorten any performance period or waive in whole or in part any or
all remaining restrictions with respect to shares subject to restrictions, if
the Committee determines that conditions so warrant.
Notwithstanding the foregoing, if the Committee determines that an award is
intended to qualify as "performance-based compensation," under Section 162(m) of
the Internal Revenue Code, the award will be conditioned on the achievement of
one or more of the following performance goals or targets, as determined by the
Committee: revenues, earnings per share, return on shareholder equity, return on
average total capital employed, return on net assets employed before interest
and taxes and/or economic value added. For awards intended to be
performance-based compensation, the Committee will not have discretion to
increase the amount of compensation payable that would otherwise be due upon the
participant's attainment of the performance goals or targets.
Adjustments
In the event of any stock dividend or other distribution, stock split, merger,
consolidation, spin-off or exchange of shares of Class A common stock subject to
the 2000 Plan or any other change affecting the Class A common stock such that
an adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the 2000
Plan, then the Committee will generally have the authority, in such manner as it
deems equitable, to adjust (1) the number and type of shares of stock that may
be issued under the 2000 Plan, (2) the number and type of shares of stock
subject to outstanding awards, and (3) the grant, purchase or exercise price
with respect to any award.
Limits on Transferability
No award granted under the 2000 Plan and no right under any such Award shall be
assignable, alienable, saleable or otherwise transferable by the Participant
other than by will or the laws of descent and distribution; provided, however,
that if so permitted by the Committee, a Participant may (i) designate a
beneficiary or beneficiaries to exercise the Participant's rights and receive
any distributions under the Plan upon the Participant's death and (ii) transfer
an Award.
18
Amendment and Termination
The Board may amend, suspend or terminate the 2000 Plan at any time, except that
no such action may (unless otherwise provided in the 2000 Plan) adversely affect
any award granted and then outstanding without the approval of the respective
participant.
Withholding
The Company will have the right to reduce the number of shares or amount of cash
payable under an award by the amount necessary to satisfy any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to such amount or to take such other actions as may be necessary to satisfy any
such withholding obligations. The Committee may require or permit withholding
obligations arising with respect to awards under the 2000 Plan to be settled
with shares of Class A common stock, including shares of Class A common stock
that are part of, or are received upon exercise of, the award that gives rise to
the withholding requirement. The obligations of the Company under the 2000 Plan
are conditional on such payment or arrangements, and the Company and any
affiliate will, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the employee. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with shares of Class A common stock.
Change in Control
In order to preserve a participant's rights under an award in the event of a
Change in Control (as defined below) of the Company, the Committee in its
discretion may, at the time an award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or realization of the award; (ii) provide for
the purchase of the award upon the participant's request for an amount of cash
or other property that could have been received upon the exercise or realization
of the award had the award been currently exercisable or payable; (iii) adjust
the terms of the award; (iv) cause the award to be assumed, or new rights
substituted therefor, by another entity; or (v) make such other provision as the
Committee may consider equitable and in the best interests of the Company. For
purposes of the 2000 Plan, a Change in Control will be deemed to have occurred
if the Johnson Family at any time fails to own stock of the Company having, in
the aggregate, votes sufficient to elect at least a fifty-one percent (51%)
majority of the directors of the Company.
Certain Federal Income Tax Consequences
Stock Options. The grant of a stock option under the 2000 Plan will create no
income tax consequences to the employee or the Company. A employee who is
granted a non-qualified stock option will generally recognize ordinary income at
the time of exercise in an amount equal to the excess of the fair market value
of the Class A common stock at such time over the exercise price. The Company
will be entitled to a deduction in the same amount and at the same time as
ordinary income is recognized by the employee. A subsequent disposition of the
Class A common stock will give rise to capital gain or loss to the extent the
amount realized from the sale differs from the tax basis, i.e., the fair market
value of the Class A common stock on the date of exercise. This capital gain or
loss will be a long-term capital gain or loss if the Class A common stock had
been held for more than one year from the date of exercise.
In general if a employee holds the shares of Class A common stock acquired
pursuant to the exercise of an ISO for at least two years from the date of grant
and one year from the date of exercise, the employee will recognize no income or
gain as a result of exercise (except that the alternative minimum tax may
apply). Any gain or loss realized by the employee on the disposition of the
Class A common stock will be treated as a long-term capital gain or loss. No
deduction will be allowed to the Company. If either of these holding period
requirements is not satisfied, the employee will recognize ordinary income at
the
19
time of the disposition equal to the lesser of (i) the gain realized on the
disposition or (ii) the difference between the exercise price and the fair
market value of the shares of Class A common stock on the date of exercise. The
Company will be entitled to a deduction in the same amount and at the same time
as ordinary income is recognized by the employee. Any additional gain realized
by the employee over the fair market value at the time of exercise will be
treated as a capital gain. This capital gain will be a long-term capital gain if
the Class A common stock had been held for more than one year from the date of
exercise.
Stock Appreciation Rights. The grant of an SAR will create no income tax
consequences for the employee or the Company. Upon exercise of an SAR, the
employee will recognize ordinary income equal to the amount of any cash and the
fair market value of any shares of Class A common stock or other property
received, except that if the employee receives an option, shares of restricted
stock, performance shares or performance units upon exercise of an SAR,
recognition of income may be deferred in accordance with the rules applicable to
such other awards. The Company will be entitled to a deduction in the same
amount and at the same time as income is recognized by the employee.
Stock Awards. If a stock award is granted in the form of restricted stock, the
employee will not recognize income upon the award of restricted stock under the
2000 Plan unless the election described below is made. However, an individual
who has not made such an election will recognize ordinary income at the end of
the applicable restriction period in an amount equal to the fair market value of
the restricted stock at such time. The Company will be entitled to a
corresponding deduction in the same amount and at the same time as the
participant recognizes income. Any otherwise taxable disposition of the
restricted stock after the end of the applicable restriction period will result
in capital gain or loss (long-term or short-term depending on the length of time
the restricted stock is held after the end of the applicable restriction
period). Dividends paid in cash and received by a participant prior to the end
of the applicable restriction period will constitute ordinary income to the
participant in the year paid. The Company will be entitled to a corresponding
deduction for such dividends. Any dividends paid in stock will be treated as an
award of additional restricted stock subject to the tax treatment described
herein.
A employee may, within 30 days after the date of the award of restricted stock,
elect to recognize ordinary income as of the date of the award in an amount
equal to the fair market value of such restricted stock on the date of the
award. The Company will be entitled to a corresponding deduction in the same
amount and at the same time as the participant recognizes income. If the
election is made, any cash dividends received with respect to the restricted
stock will be treated as dividend income to the participant in the year of
payment and will not be deductible by the Company. Any otherwise taxable
disposition of the restricted stock (other than by forfeiture) will result in
capital gain or loss (long-term or short-term depending on the holding period).
If the participant who has made an election subsequently forfeits the restricted
stock, the participant will not be entitled to deduct any loss. In addition, the
Company would then be required to include as ordinary income the amount of the
deduction it originally claimed with respect to such shares.
For stock awards granted in the form of performance units or performance shares,
the grant will create no income tax consequences for the employee or the
Company. Upon the receipt of cash, shares of Class A common stock or other
property at the end of the applicable performance period, the employee will
recognize ordinary income equal to the amount of any cash and the fair market
value of any shares or other property received, except that if the employee
receives an option, shares of restricted stock or SARs in payment of performance
shares or performance units, recognition of income may be deferred in accordance
with the rules applicable to such other awards. The Company will be entitled to
a deduction in the same amount and at the same time as income is recognized by
the employee.
20
Future Awards
No awards have been made to date under the 2000 Plan. The Company cannot
currently determine the awards that may be granted in the future to employees
under the 2000 Plan. Such determinations will be made from time to time by the
Committee. During 1999, certain awards were granted to employees under the
Company's 1994 Plan. Stock options and restricted stock granted under the 1994
Plan to the named executive officers during 1999 are disclosed under the caption
"Executive Compensation." During 1999, options to purchase a total of 214,500
and 138,500 shares were granted to all executive officers and all other
employees as a group, respectively, under the 1994 Plan at average per share
exercise prices ranging from $7.13 to $9.69.
On December 13, 1999, the last reported sales price per share of the Class A
common stock on The Nasdaq Stock Market(R)was $7.56.
Vote Required
The affirmative vote of a majority of the votes represented and voted at the
Annual Meeting (assuming a quorum is present) is required to approve the 2000
Plan; provided that a majority of the outstanding shares of the Company's stock
are voted on the proposal. Assuming such proviso is met, any shares not voted at
the Annual Meeting (whether by broker non-votes or otherwise, except
abstentions), will have no impact on the vote. Shares as to which holders
abstain from voting will be treated as votes against the proposal.
The Board recommends a vote "FOR" the 2000 Plan. Shares of Common Stock
represented at the Annual Meeting by executed but unmarked proxies will be voted
"FOR" the 2000 Plan, unless a vote against the 2000 Plan or to abstain from
voting is specifically indicated on the proxy.
AMENDMENT OF JOHNSON WORLDWIDE ASSOCIATES, INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN
General
The proposed amendment to the Johnson Worldwide Associates, Inc. 1987 Employees'
Stock Purchase Plan (the "1987 Plan") would change the eligibility provision to
exclude participation by certain highly compensated employees.
The 1987 Plan was originally adopted by the Board of Directors on December 11,
1987 and approved by the shareholders on January 28, 1988. The Board of
Directors approved the amendment to the 1987 Plan on December 13, 1999, subject
to shareholder approval.
Purpose
The purpose of the 1987 Plan is to provide employees of the Company and its
subsidiaries with the opportunity to purchase shares of Class A common stock and
thereby share in the ownership of the Company.
Administration
The 1987 Plan is required to be administered by a committee of the Board (the
"Committee") consisting of not less than two directors who are disinterested
persons within the meaning of Rule 16b-3 under the Exchange Act. The Stock
Committee currently serves as the administrator of the 1987 Plan. Among other
functions, the Committee has authority to establish the terms and conditions for
grants of purchase
21
rights and adopt such rules or regulations which may be necessary or advisable
for the operation of the 1987 Plan.
Stock Subject to Plan
The 1987 Plan reserves 90,000 shares of Class A common stock for issuance under
the 1987 Plan, subject to appropriate adjustment in the event of payment of
stock dividends or changes in the common stock by reason of a stock split,
reorganization, recapitalization, merger, consolidation or similar event. As of
December 13, 1999, 46,875 shares remained available for future grants of
purchase rights.
Eligibility
The 1987 Plan currently provides that all full-time employees of corporations
(from the group consisting of the Company, its parent and subsidiary
corporations) designated by the Committee may participate in the 1987 Plan
(approximately 980 persons), other than highly compensated employees who
participate in the 1994 Plan. No employee may participate if he would own,
directly or indirectly, 5% or more of the total combined voting power or value
of all classes of Company stock. The proposed amendment would change the
exception to prohibit participation by any highly compensated employee who is a
president, vice president or director level employee. The proposed change in
eligibility will provide a greater opportunity for employees other than
executive and senior officers to purchase shares of Class A common stock.
Opportunities for stock ownership are provided to executive and senior officers
under the 1994 Plan and the proposed 2000 Plan. Moreover, limiting executive and
senior officers opportunities for stock ownership to incentive based plans such
as the 2000 Plan is consistent with the Company's overall compensation
philosophy for executive and senior officers that a significant portion of total
compensation should be based on performance based incentive compensation.
Awards Under the 1987 Plan
Rights to purchase a maximum of 250 shares (unless otherwise determined by the
Committee) will be granted to eligible employees on such dates as may be
determined by the Committee. The purchase price per share will be the lesser of
either 85% of the fair market value of the Class A common stock on the first day
of the offer and 85% of the fair market value of the Class A common stock at the
end of the Purchase Period (as defined below). The Committee may specify the
aggregate number of shares of Class A common stock available for purchase by all
eligible employees during a Purchase Period.
Exercise
All purchase rights are exercisable, in whole or in part, at any time during the
30-day period following the date of grant (the "Purchase Period"); provided,
however, that no employee may exercise his purchase rights for less than the
minimum number of shares designated by the Committee and provided, further, that
an exercise will not be effective until the last day of the Purchase Period.
Each purchase right granted under the 1987 Plan will expire at the end of the
Purchase Period.
In the event the employees exercise rights to purchase an aggregate number of
shares in excess of the maximum number available during a Purchase Period, the
Committee may adjust the number of shares which may be purchased by an employee
according to such non-discriminatory rules and regulations as the Committee may
establish.
22
Termination and Amendment
The 1987 Plan will terminate on such date as may be determined by the Board of
Directors. The Board of Directors may amend or terminate the 1987 Plan, provided
that unless approved by the shareholders, no amendment will (i) increase the
maximum number of shares of Class A common stock which may be purchased under
the 1987 Plan, except as permitted by the anti-dilution provisions of the 1987
Plan; (ii) modify the requirements as to eligibility for participation in the
Plan; (iii) change the class of corporations whose employees will be granted
purchase rights under the Plan; or (iv) materially increase the benefits to
participants under the 1987 Plan.
Limits on Transferability
Purchase rights are not transferable other than by will or the laws of descent
and distribution and are exercisable during an employee's lifetime only by the
employee. In the event of termination of employment of an employee, all rights
of the employee under the 1987 Plan will terminate.
Federal Income Tax Consequences
No income is recognized by an employee on the grant or exercise of a purchase
right granted under the 1987 Plan. If the shares acquired upon exercise are held
for at least two years from the date of grant and one year from the date of
exercise, or in the event of the employee's death (whenever occurring) while
owning the shares, the lessor of the discount portion of the option price
(discount from fair market value at time of grant) or the actual gain will be
ordinary income (however, the Company will not be allowed a deduction for this
amount); any excess will be a long-term capital gain (in the case of a sale) or
eligible for a step-up in basis in accordance with rules normally applicable
with respect to stock held by a decedent on death. If the stock is disposed of
prior to the expiration of the above holding periods (other than on account of
death), the excess of the fair market value at the time of exercise over the
option price will be treated as ordinary income to the employee and the Company
will be allowed a deduction in this amount. Any additional gain is a long-term
or short-term capital gain depending on the holding period. If the amount
realized on the sale is less than the fair market value at the time of exercise,
the amount of ordinary income (and amount deductible by the Company) is limited
to the amount of gain realized.
Future Grants
If the proposed amendment regarding the change in eligibility is approved, it is
anticipated that none of the Company's executive and senior officers, including
the named executive officers, will participate in the 1987 Plan. It is presently
anticipated that all other employees will be given the opportunity to purchase
shares under the 1987 Plan in 2000.
On December 13, 1999, the last reported sales price per share of the Class A
common stock on The Nasdaq Stock Market(R)was $7.56.
Vote Required
The affirmative vote of a majority of the votes represented and voted at the
Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendments to the 1987 Plan; provided that a majority of the
outstanding shares of the Company's stock are voted on the proposal. Assuming
such proviso is met, any shares not voted at the meeting (whether by broker
non-votes or otherwise, except abstention) have no impact on the vote. Shares as
to which holders abstain from voting will be treated as votes against the
proposal.
23
CERTAIN TRANSACTIONS
The Company purchases certain services from S. C. Johnson & Son, Inc. and other
organizations controlled by Samuel C. Johnson, a director of the Company, and
the Johnson Family (including Helen P. Johnson-Leipold, Chairman and Chief
Executive Officer and a director of the Company) including consulting and
administrative services. The Company believes that the amounts paid to these
organizations are no greater than the fair market value of the services. The
total amount incurred by the Company for the foregoing services during the year
ended October 1, 1999 was approximately $415,000.
INDEPENDENT AUDITORS
KPMG LLP ("KPMG") served as the independent auditors for the purpose of auditing
the consolidated financial statements of the Company for the year ended October
1, 1999. Representatives of KPMG will be present at the Annual Meeting and will
have an opportunity to make a statement if they so desire and to respond to
appropriate questions. The Board of Directors will not choose independent public
accountants for the purpose of auditing the consolidated financial statements of
the Company for the year ending September 29, 2000 until after the 2000 Annual
Meeting of Shareholders.
SHAREHOLDER PROPOSALS
All shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended ("Rule 14a-8"), for presentation at the 2001 Annual
Meeting of Shareholders must be received at the offices of the Company, 1326
Willow Road, Sturtevant, Wisconsin 53177 by August 19, 2000 for inclusion in the
proxy statement and form of proxy relating to the meeting. In addition, a
shareholder who otherwise intends to present business at the 2001 Annual Meeting
of Shareholders must comply with the requirements set forth in the Company's
Bylaws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof, complying with the Bylaws, to the
Secretary of the Company not more than 90 days prior to the date of such annual
meeting and not less than the close of business on the later of (i) the 60th day
prior to such annual meeting and (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. Under the Bylaws,
if the Company does not receive notice of a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to
present at the 2001 Annual Meeting of Shareholders but do not intend to have
included in the Company's proxy statement and form of proxy for such meeting)
prior to the close of business on November 27, 2000 (assuming a January 25, 2001
meeting date), then the notice will be considered untimely and the Company will
not be required to present such proposal at the 2001 Annual Meeting of
Shareholders. If the Board of Directors chooses to present such proposal at the
2001 Annual Meeting of Shareholders, then the persons named in proxies solicited
by the Board of Directors for the 2001 Annual Meeting of Shareholders may
exercise discretionary voting power with respect to such proposal. The 2001
Annual Meeting of Shareholders is tentatively scheduled to be held on January
25, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and more than 10% shareholders to file with the
Securities and Exchange Commission reports on prescribed forms of their
ownership and changes in ownership of Company stock and furnish copies of such
forms to the Company. Based solely on a review of the copies of such forms
furnished to the Company, or written representations that no Form 5 was required
to be filed, the Company believes that
24
during the year ended October 1, 1999, all reports required by Section 16(a) to
be filed by the Company's officers, directors and more than 10% shareholders
were filed on a timely basis.
OTHER MATTERS
The Company has filed an Annual Report on Form 10-K with the Securities and
Exchange Commission for the year ended October 1, 1999. This Form 10-K will be
bound with the Company's 1999 Annual Report to Shareholders and mailed to each
person who is a record or beneficial holder of shares of Class A common stock or
Class B common stock on the record date for the Annual Meeting. Other requests
for copies of the Form 10-K should be addressed to the Secretary, Johnson
Worldwide Associates, Inc., 1326 Willow Road, Sturtevant, Wisconsin 53177 or via
the internet to: cschmidt@jwa.com.
The cost of soliciting proxies will be borne by the Company. The Company expects
to solicit proxies primarily by mail. Proxies may also be solicited in person or
by telephone by certain officers and employees of the Company. It is not
anticipated that anyone will be specially engaged to solicit proxies or that
special compensation will be paid for that purpose. The Company will reimburse
brokers and other nominees for their reasonable expenses in communicating with
the persons for whom they hold stock of the Company.
Neither the Board of Directors nor management intends to bring before the Annual
Meeting any matters other than those referred to in the Notice of Annual Meeting
and this Proxy Statement. In the event that any other matters shall properly
come before the Annual Meeting, it is the intention of the persons named in the
proxy forms to vote the shares represented by each such proxy in accordance with
their judgment on such matters.
By Order of the Board of Directors
Carl G. Schmidt
Senior Vice President and Chief
Financial Officer, Secretary and Treasurer
25
Appendix A
PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
Proposed additions and deletions effected by the Name Change
Amendment are in bold type and indicated by overstriking, respectively.
EDGAR: Deletions are in brackets.
ARTICLE I
The name of the Corporation shall be [Johnson Worldwide Associates, Inc.]
Johnson Outdoors Inc.
Johnson Outdoors Inc.
2000 Long-Term Stock Incentive Plan
Section 1: Purpose
The purpose of the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan
(the "Plan") is to enhance the ability of Johnson Outdoors Inc. (the "Company")
and its Affiliates (as defined below) to attract and retain employees who will
make substantial contributions to the Company's long-term business growth and to
provide meaningful incentives to such employees which are more directly linked
to the profitability of the Company's businesses and increases in shareholder
value. In addition, the Plan is designed to encourage and provide opportunities
for stock ownership by such employees which will increase their proprietary
interest in the Company and, consequently, their identification with the
interests of the shareholders of the Company.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings set forth
below:
(a) Affiliate means any entity that, directly or through one or more
intermediaries, is controlled by, controls or is under common control with
the Company or any entity in which the Company has a significant equity
interest as determined by the Committee.
(b) Award means any Stock Option, Stock Appreciation Right or Stock Award
granted under the Plan.
(c) Board means the Board of Directors of the Company.
(d) Code means the Internal Revenue Code of 1986, as amended from time to time.
(e) Committee means a committee selected by the Board to administer the Plan
which shall be composed of not less than two members of the Board who are
not employees of the Company.
(f) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(g) Company means Johnson Outdoors Inc., a corporation established under the
laws of the State of Wisconsin, and its Affiliates.
(h) Fair Market Value means, with respect to Common Stock, the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee; 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 sale
prices of a share of Common Stock in the over-the-counter market on the
specified date, as reported by the Nasdaq Stock 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 sale 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).
(i) Incentive Stock Option, or ISO, means an option to purchase Shares granted
under Section 7(b) of the Plan that is intended to meet the requirements of
Section 422 of the Code or any successor provision.
(j) 1934 Act means the Securities Exchange Act of 1934, as amended from time to
time.
(k) Nonqualified Stock Option, or NQSO, means an option to purchase Shares
granted under Section 7(b) of the Plan that is not intended to meet the
requirements of Section 422 of the Code or any successor provision.
(l) Participant means a person selected by the Committee (or its delegate as
provided under Section 4) to receive an Award under the Plan.
(m) Reporting Person means an individual who is subject to Section 16 under the
1934 Act or any successor rule.
(n) Shares means shares of Common Stock of the Company.
(o) Stock Appreciation Right, or SAR, means any right granted under Section
7(c) of the Plan.
(p) Stock Award means an award granted under Section 7(d) of the Plan.
(q) Stock Option means an Incentive Stock Option or a Nonqualified Stock
Option.
Section 3: Effective Date and Term of Plan
The Plan shall be effective as of December 13, 1999, subject, however, to the
approval of the Plan by the shareholders of the Company within twelve (12)
months of such effective date. No Awards may be made under the Plan after
December 13, 2009, or earlier termination of the Plan by the Board. However,
unless otherwise expressly provided in the Plan or in an applicable Award
agreement, any Award granted prior to the termination date may extend beyond
such date, and, to the extent set forth in the Plan, the authority of the
Committee to amend, alter, adjust, suspend, discontinue or terminate any such
award, or to waive any conditions or restrictions with respect to any such
Award, and the authority of the Board to amend the Plan, shall extend beyond
such date.
2
Section 4: Administration
The Plan shall be administered by the Committee. If at any time the Committee
shall not be in existence, the Board shall administer the Plan, and in such
case, all references to the Committee herein shall include the Board.
Subject to the terms of the Plan and applicable law, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with)
Awards granted to Participants; (iv) determine the terms and conditions of any
Award granted to a Participant; (v) determine whether, to what extent, and under
what circumstances Awards granted to Participants may be settled or exercised in
cash, Shares, other securities, other Awards, or other property or cancelled,
forfeited or suspended to the extent permitted in Section 9 of the Plan, and the
method or methods by which Awards may be settled, exercised, cancelled,
forfeited or suspended; (vi) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (vii)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (viii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive and binding upon all persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, any shareholder and any employee of the Company or of any
Affiliate. To the extent permitted by applicable law and the provisions of the
Plan, the Committee may delegate to one or more employee members of the Board
the power to make Awards to Participants who are not Reporting Persons. To the
extent the Committee has delegated any of its authority and responsibility
hereunder to another person or persons, references to the Committee herein shall
include such other person or persons as appropriate.
Section 5: Eligibility
Any Company employee shall be eligible to receive an Award under the Plan. In
addition, consultants and advisors to the Company shall be eligible to receive
Nonqualified Stock Options under Section 7(b) of the Plan, provided that bona
fide services are rendered by such consultants or advisors and such services are
not in connection with the offer or sale of securities in a capital-raising
transaction.
Section 6: Stock Available for Awards
(a) Common Shares Available. Subject to adjustment as provided in Section 6(c)
below, the maximum number of Shares available for Awards under the Plan
shall be 600,000.
3
(b) Share Usage Limits. For the period that the Plan is in effect the aggregate
number of Shares that shall be granted as Stock Awards and Stock
Appreciation Rights shall not exceed 100,000 Shares. Additionally, the
aggregate number of Shares that could be awarded to any one Participant of
the Plan during any fiscal year of the Company shall not exceed 200,000
Shares. In all cases, determinations under this Section 6(b) shall be made
in a manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor
provision thereto) and any regulation promulgated hereunder.
(c) Adjustments. In the event of any stock dividend, stock split, combination
or exchange of Shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of Company assets to
shareholders, or any other change affecting Shares, such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan or any Award, then the Committee may, in
such manner as it may deem equitable, adjust any or all of (i) the
aggregate number and type of Shares that may be issued under the Plan, that
may be issued as Stock Awards and Stock Appreciation Rights, or that may be
issued to one Participant during any fiscal year; (ii) the number and type
of Shares covered by each outstanding Award made under the Plan; and (iii)
the exercise, base or purchase price per Share for any outstanding Stock
Option, Stock Appreciation Right and other Awards granted under the Plan.
(d) 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, 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. Notwithstanding the
foregoing, in the event of the cancellation of an Award with respect to a
Participant to whom Section 162(m) of the Code applies, the Shares subject
to such cancelled Award shall continue to be counted against the maximum
number of Shares which may be granted to the Participant under the Plan.
Section 7: Awards
(a) General. The Committee shall determine the type or types of Award(s) (as
set forth below) to be made to each Participant and shall approve the terms
and conditions of all such Awards in accordance with Sections 4 and 8 of
the Plan. Awards may be granted singularly, in combination, or in tandem
such that the settlement of one Award automatically reduces or cancels the
other. Awards may also be made in replacement of, as alternatives to, or as
form of payment for grants or rights under any other employee compensation
plan or arrangement of the Company, including the plans of any acquired
entity.
4
(b) Stock Options. A Stock Option shall confer on a Participant the right to
purchase a specified number of Shares from the Company with the terms and
conditions as set forth below and with such additional terms and conditions
as the Committee shall determine.
The Committee shall establish the purchase price per Share under the Stock
Option at the time each Stock Option is awarded, provided that the price
shall not be less than 100% of the Fair Market Value on the date of award.
Stock Options may be in the form of ISOs or NQSOs. If a Participant owns or
is deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than 10% of the combined voting power of
all classes of stock of the Company or any subsidiary or parent corporation
and an ISO is awarded to such Participant, the option price shall not be
less than 110% of the Fair Market Value at the time such ISO is awarded.
The aggregate Fair Market Value at time of grant of the Shares covered by
ISOs exercisable by any one optionee in any calendar year shall not exceed
$100,000 (or such other limit as may be required by the Code); provided
that to the extent such limit is exceeded, the ISO's shall automatically be
deemed to be NQSOs.
The term of each Stock Option shall be fixed by the Committee; provided,
however, that in no event shall the term of any Stock Option exceed a
period of ten years from the date of its grant. A Stock Option shall become
exercisable in such manner and within such period or periods and in such
installments or otherwise as shall be determined by the Committee. Except
as provided below, payment of the exercise price of a Stock Option shall be
made at the time of exercise in cash or such other forms as the Committee
may approve, including by tendering, by either actual delivery of shares or
by attestation, shares valued at their Fair Market Value on the date of
exercise, or in a combination of forms. The Committee may also permit
Participants to have the option price delivered to the Company by a broker
pursuant to an arrangement whereby the Company, upon irrevocable
instructions from a Participant, delivers the exercised Shares to the
broker.
(c) Stock Appreciation Rights (SARs). An SAR grant shall confer on a
Participant the right to receive, upon exercise, an amount determined by
multiplying: (i) the positive difference, if any, between the Fair Market
Value of a Share on the date of exercise and the base price of the SAR
contained in the terms and conditions of the Award by (ii) the number of
Shares with respect to which the SAR is exercised. Subject to the terms of
the Plan, the grant price, term, methods of exercise, methods of settlement
(including whether the Participant will be paid in cash, Shares or
combination thereof), and any other terms and conditions of any SAR shall
be determined by the Committee. Shares issued in settlement of the exercise
of SARs shall be valued at their Fair Market Value on the date of the
exercise. The Committee shall establish the base price of the SAR at the
time the SARs are awarded, provided that the base price shall not be less
than 100% of the Fair Market Value on the date of award or the exercise or
payment price of the related Award if the SAR is granted in combination
with or in tandem with another
5
Award. The Committee may impose such conditions or restrictions on the
exercise of any SAR as it may deem appropriate.
(d) Stock Awards. A Stock Award shall confer on a Participant the right to
receive a specified number of Shares or a cash equivalent payment or a
combination thereof, subject to the terms and conditions of the Award,
which may include forfeitability contingencies based on continued
employment with the Company or on meeting specified performance criteria or
both. The Committee shall determine the restriction or performance period,
the performance goals or targets to be achieved during any performance
period, the proportion of payments, if any, to be made for performance
between the minimum and full performance levels, the restrictions, if any,
applicable to any Shares awarded or received upon payment of performance
shares or units, and any other terms, conditions and rights relating to a
grant of Stock Awards. A Stock Award may be in the form of Shares or Share
units. The Committee may also grant Stock Awards that are not subject to
any restrictions. The Committee may provide that, during a performance or
restriction period, a Participant shall be paid cash amounts, with respect
to each Stock Award held by such Participant, in the same manner, at the
same time and in the same amount paid, as a cash dividend on a Share. Any
other provision of the Plan to the contrary notwithstanding, the Committee
may at any time adjust performance goals (up or down) and minimum or full
performance levels (and any intermediate levels and proportion of payments
related thereto), adjust the manner in which performance goals are
measured, or shorten any performance period or waive in whole or in part
any or all remaining restrictions with respect to Shares subject to
restrictions, if the Committee determines that conditions, including but
not limited to, changes in the economy, changes in competitive conditions,
changes in laws or governmental regulations, changes in generally accepted
accounting principles, changes in the Company's accounting policies,
acquisitions or dispositions by the Company or its Affiliates, or the
occurrence of other unusual, unforeseen or extraordinary events, so
warrant.
Notwithstanding the foregoing, the Committee may designate whether any such
Award is intended to qualify as "performance-based compensation" within the
meaning of Code Section 162(m) ("Performance-Based Compensation"). Any
Award designated as Performance-Based Compensation shall be conditioned on
the achievement of one or more of the following performance goals or
targets, as selected by the Committee: revenues, earnings per share, return
on shareholder equity, return on average total capital employed, return on
net assets employed before interest and taxes and/or economic value added.
For Awards intended to be Performance-Based Compensation, the grant of such
Award and the establishment of the performance goal(s) or target(s) shall
be made during the period required under Code Section 162(m), and the
Committee shall not have discretion to increase the amount of compensation
payable that would otherwise be due upon the Participant's attainment of
the performance goal(s) or target(s).
6
Section 8: General Provisions Applicable to Awards
(a) No Consideration for Awards. Awards shall be granted to Participants for no
cash consideration unless otherwise determined by the Committee.
(b) Transferability and Exercisability. No Award subject to the Plan and no
right under any such Award shall be assignable, alienable, saleable or
otherwise transferable by the Participant other than by will or the laws of
descent and distribution; provided, however, that if so permitted by the
Committee, a Participant may (i) designate a beneficiary or beneficiaries
to exercise the Participant's rights and receive any distributions under
the Plan upon the Participant's death and (ii) transfer an Award.
(c) General Restrictions. Each Award shall be subject to the requirement that,
if at any time the Committee shall determine, in its sole discretion, that
the listing, registration or qualification of any Award under the Plan upon
any securities exchange or under any state or federal law, or the consent
or approval of any government regulatory body, is necessary or desirable as
a condition of, or in connection with, the granting of such Award or the
grant or settlement thereof, such Award may not be exercised or settled in
whole or in part unless such listing, registration, qualification, consent
or approval have been effected or obtained free of any conditions not
acceptable to the Committee.
(d) Grant Terms and Conditions. The Committee shall determine the provisions
and duration of grants made under the Plan, including the option prices for
all Stock Options, the base prices for all SARs, the consideration, if any,
to be required from Participants for Stock Awards, and the conditions under
which a Participant will retain rights under the Plan in the event of the
Participant's termination of employment while holding any outstanding
Awards.
(e) Tax Withholding. The Company shall have the right, upon issuance of Shares
or payment of cash in respect of an Award, to reduce the number of Shares
or amount of cash, as the case may be, otherwise issuable or payable by the
amount necessary to satisfy any federal, state or local withholding taxes
or to take such other actions as may be necessary to satisfy any such
withholding obligations. The Committee may require or permit Shares
including previously acquired Shares and Shares that are part of, or are
received upon exercise of the Award, to be used to satisfy required tax
withholding and such Shares shall be valued at their Fair Market Value on
the date the tax withholding is effective.
(f) Documentation of Grants. Awards made under the Plan shall be evidenced by
written agreements in such form (consistent with the terms of the Plan) or
such other appropriate documentation as shall be approved by the Committee.
The Committee need not require the execution of any instrument or
acknowledgement 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.
7
(g) Settlement. Subject to the terms of the Plan and any applicable Award
agreement, the Committee shall determine whether Awards are settled in
whole or in part in cash, Shares, or other Awards. The Committee may
require or permit a Participant to defer all or any portion of a payment
under the Plan, including the crediting of interest on deferred amounts
denominated in cash.
(h) Change in Control. In order to preserve a Participant's rights under an
Award in the event of a Change in Control (as defined below) of the
Company, the Committee in its discretion may, at the time an Award is made
or at any time thereafter, take one or more of the following actions: (i)
provide for the acceleration of any time period relating to the exercise or
realization of the Award, (ii) provide for the purchase of the Award upon
the Participant's request for an amount of cash or other property that
could have been received upon the exercise or realization of the Award had
the Award been currently exercisable or payable, (iii) adjust the terms of
the Award in a manner determined by the Committee to reflect the Change in
Control, (iv) cause the Award to be assumed, or new rights substituted
therefore, by another entity, or (v) make such other provision as the
Committee may consider equitable and in the best interests of the Company.
For purposes of this Plan, a Change in Control shall be deemed to have
occurred if the Johnson Family (as defined below) shall at any time fail to
own stock of the Company having, in the aggregate, votes sufficient to
elect at least a fifty-one percent (51%) majority of the directors of the
Company. Johnson Family shall mean at any time, collectively, Samuel C.
Johnson, his wife and their children and grandchildren, the executor or
administrators of the estate or other legal representative of any such
person, all trusts for the benefit of the foregoing or their heirs or any
one or more of them, and all partnerships, corporations or other entities
directly or indirectly controlled by the foregoing or any one or more of
them.
Section 9: Miscellaneous
(a) Plan Amendment. The Board may amend, alter, suspend, discontinue or
terminate the Plan as it deems necessary or appropriate to better achieve
the purposes of the Plan; provided, however, that no amendment, alteration,
suspension, discontinuation or termination of the Plan shall in any manner
(except as otherwise provided in the Plan) adversely affect any Award
granted and then outstanding under the Plan without the consent of the
respective Participant.
The Committee may, in whole or in part, waive any conditions or other
restrictions with respect to, and may amend, alter, suspend, discontinue or
terminate any Award granted under the Plan to a Participant, prospectively
or retroactively, but no such action shall impair the rights of a
Participant without his or her consent, except as otherwise provided
herein.
(b) No Right to Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to continued employment. The Company
expressly reserves the right at any time
8
to dismiss a Participant free from any liability or claim under the Plan,
except as expressly provided by an applicable Award.
(c) No Rights as Shareholder. Only upon issuance of Shares to a Participant
(and only in respect to such Shares) shall the Participant obtain the
rights of a shareholder, subject, however, to any limitations imposed by
the terms of the applicable Award.
(d) No Fractional Shares. No fractional shares or other securities shall be
issued under the Plan, however, the Committee may provide for a cash
payment as settlement in lieu of any fractional shares.
(e) Other Company Benefit and Compensation Programs. Except as expressly
determined by the Committee, settlements of Awards received by Participants
under this Plan shall not be deemed as part of a Participant's regular,
recurring compensation for purposes of calculating payments or benefits
from any Company benefit or severance program (or severance pay law of any
country). The above notwithstanding, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
(f) Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall
be unfunded and shall not create (or be construed to create) a trust or a
separate fund(s). The Plan shall not create any fiduciary relationship
between the Company and any Participant or other person. To the extent any
person holds any rights by virtue of an Award granted under the Plan, such
right shall be no greater than the right of an unsecured general creditor
of the Company.
(g) Successors and Assignees. The Plan shall be binding on all successors and
assignees of a Participant, including, without limitation, the estate of
such Participant and the executor, administrator or trustee of such estate,
or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.
(h) Governing Law. The validity, construction and effect of the Plan and any
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.
JOHNSON WORLDWIDE ASSOCIATES, INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose.
The Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan (the
"Plan") has been established by Johnson Worldwide Associates, Inc., a Wisconsin
corporation (the "Company"), to allow employees of the Company and its
subsidiaries to purchase shares of Class A Common Stock of the Company ("Company
Shares") and thereby share in the ownership of the Company. The Plan is intended
to comply with the requirements of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
2. Company Shares Available for Purchase.
Subject to adjustment, in accordance with Paragraph 13, the maximum number of
Company Shares which may be purchased pursuant to the Plan shall be 150,000.
Company Shares issued under the Plan may be authorized and unissued shares or
treasury shares of the Company.
3. Administration.
The Plan shall be administered by a committee of the Board of Directors of the
Company consisting of not less than two (2) directors appointed for such purpose
(the "Compensation Committee"). The members of the Compensation Committee shall
not, during the one-year period preceding their appointment to the Compensation
Committee or during such service, have been granted or awarded any equity
securities, purchase rights or options pursuant to the Plan or any other plan of
the Company or its subsidiaries, except as otherwise permitted for
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 or any successor provision. A majority of the members of
the Compensation Committee shall constitute a quorum. All determinations of the
Compensation Committee shall be made by at least a majority of its members. Any
decision or determination reduced to writing and signed by all of the members of
the Compensation Committee shall be fully as effective as it if had been made by
a unanimous vote at a meeting duly called and held.
In accordance with the provisions of the Plan, the Compensation Committee shall
establish such terms and conditions for the grants of purchase rights as the
Compensation Committee may deem necessary or advisable, adopt such rules or
regulations which may become necessary or advisable for the operation of the
Plan, and make such determinations, and take such other actions, as are
expressly authorized or contemplated in the Plan or as may be required for the
proper administration of the Plan in accordance with its terms. The Compensation
Committee, in its discretion, may appoint an individual (the "Plan
Administrator") to assist the Compensation Committee in corresponding with
employees, with record keeping and in performing other administerial type
functions in connection with the Plan; provided, however, that the Plan
Administrator shall exercise no discretion with respect to the interpretation of
the Plan or the of rights to purchase Company Shares pursuant to the
Plan. The interpretation of any provision of the Plan by the Compensation
Committee and any determination on the matters referred to in this paragraph
shall be final.
4. Eligibility.
From time to time the Compensation Committee shall designate from the group
consisting of the Company, its parent and subsidiary corporations (which may
include corporations having become a parent or subsidiary of the Company after
the effective date of the Plan), the corporations whose employees may
participate in the Plan (a "Designated Corporation"). On any date as of which a
determination of eligibility is made, the term "Eligible Employee" shall mean a
"full-time" employee of a Designated Corporation who is of legal age for the
purpose of executing a binding contract not subject to disaffirmance in the
state of his residence, other than a "highly compensated employee" who is a
president, vice president or director level employee of a Designated
Corporation. For purposes of the Plan, (a) "full-time" employee of a Designated
Corporation means an employee thereof who customarily works at least 20 hours
per week and more than five months per calendar year, (b) "subsidiary" and
"parent" have the meanings given such terms in Section 425 of the Code, and (c)
"highly compensated employee" has the meaning given to such term in Section
414(q) of the Code.
5. Grant of Purchase Rights.
In the discretion of the Compensation Committee, each calendar year, or more
frequently if deemed appropriate, beginning on such date as the Committee may
specify (the "Grant Date"), each employee who is then an Eligible Employee of a
Designated Corporation shall automatically be granted the right to purchase a
maximum of 250 Company Shares. In its discretion, the Compensation Committee may
change the maximum number of Company Shares available for purchase by each
Eligible Employee; provided that the maximum number of shares available for
purchase shall be the same for all Eligible Employees and all Eligible Employees
shall have the same rights and privileges with respect to the purchase of
Company Shares under the Plan. However, nothing contained herein shall require
the Compensation Committee to cause any purchase rights to be granted hereunder
during any calendar year and the Compensation Committee may, in connection with
any grant of rights, specify the maximum number of Company Shares in the
aggregate available for purchase by all Eligible Employees during any Purchase
Period (the "Maximum Number of Purchase Period Company Shares").
Each purchase right shall be exercisable during the 30-day period following the
Grant Date (such period is hereinafter referred to as the "Purchase Period"),
subject to the limitations provided in paragraphs 2 and 8. In the event the
Compensation Committee decides to cause any purchase rights to be granted under
the Plan, the Company shall send to each Eligible Employee a written notice
specifying the Grant Date and the terms and conditions of the right, including
the purchase price per share of Company Shares subject to such right. No Company
Shares may be issued pursuant to the exercise of purchase rights after the
maximum number of Company Shares provided for in paragraph 2 has been purchased.
Each purchase right granted pursuant to this paragraph 5 shall expire at 12:00
P.M., 30 days after the Grant Date.
2
6. Exercise of Purchase Rights.
Subject to the limitations elsewhere in the Plan, including the limitations on
exercise set forth in paragraph 8, employees may exercise their rights to
purchase Company Shares granted under the Plan, in whole, or in part, at any
time during the Purchase Period; provided, however, that no employee shall be
entitled to exercise his purchase rights for less than the Applicable Minimum
Number, as defined below, of Company Shares. Employees wishing to exercise their
rights to purchase Company Shares granted under the Plan shall make applications
on forms prescribed by the Compensation Committee, which forms shall be deemed
to include the full terms and conditions of the Plan. Each application to
purchase Company Shares shall be accompanied by payment in full to the Company,
in cash or its equivalent, of the purchase price for such Company Shares. An
application on the prescribed form, properly completed and accompanied by the
required payment, shall be deemed to be accepted as of the last day of the
Purchase Period, subject to adjustment in the number of Company Shares which may
be purchased by the Eligible Employee as provided for pursuant to this paragraph
6. Notwithstanding the foregoing, no application shall be accepted unless
received by the Plan Administrator or postmarked, if delivered by mail, on or
before the last day of the Purchase Period. For purposes of this paragraph 6,
the "Applicable Minimum Number" of Company Shares which may be purchased during
a Purchase Period shall be such number of shares as the Compensation Committee,
in its discretion, may determine.
If applications to purchase a number of Company Shares in excess of the Maximum
Number of Purchase Period Company Shares are received by the Plan Administrator,
each employee properly exercising purchase rights during such Purchase Period
shall be entitled to purchase the number of Company Shares determined by the sum
of:
(a) the Applicable Minimum Number of Company Shares; and
(b) a pro rata portion of the Company Shares available after
satisfying each employee's minimum purchase rights based on the number of
shares with respect to which such employee has exercised his purchase
rights and the aggregate number of shares with respect to which all
employees have exercised purchase rights during the Purchase Period.
Notwithstanding any other provisions in this paragraph 6, the Compensation
Committee may adjust the number of Company Shares which may be purchased by an
employee according to such non-discriminatory rules and regulations as the
Compensation Committee may establish.
7. Purchase Price.
The purchase price per share of each purchase right granted under the Plan shall
be the lesser of (a) 85% of the fair market value, as determined by the
Compensation Committee, of a Company Share on the Grant Date and (b) 85% of the
fair market value, as determined by the Compensation Committee, of a Company
Share at the end of the Purchase Period. Unless otherwise determined by the
Compensation Committee, the fair market value of a Company Share shall be the
closing price of a Company Share in the over-the-counter market on the
3
trading date preceding the specified date, as reported by the Nasdaq National
Market (or if such day is a day for which no closing price for a Company Share
is so set forth, the next preceding day for which a closing price is so set
forth). Notwithstanding the foregoing, the purchase price per share of a Company
Share shall in no event be less than the par value of a Company Share.
8. Individual Limitation.
No employee shall be granted the right to purchase any Company Shares hereunder
if such employee would own, directly or indirectly, stock possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company or any subsidiary or any parent of the Company. For purposes of this 5%
limitation, an employee will be considered as owning all stock which the
employee may purchase under any outstanding right or option, regardless of the
characterization and treatment of such right or option under the Code, and a
right or option will be considered outstanding even though under its terms it
may be exercised only in installments or only after the expiration of a fixed
period of time. An employee will be considered as owning stock attributable to
him pursuant to Section 425(d) of the Code. Moreover, no employee may be granted
a right to purchase Company Shares under the Plan which permits such employee's
rights to purchase stock under the Plan and all employee stock purchase plans
(as defined in Section 423 of the Code) of the Company and its parent and
subsidiary corporations to accrue at a rate which exceeds $25,000 of the fair
market value of such stock (determined at the time such right is granted) for
each calendar year in which such right is outstanding at any time. The right to
purchase Company Shares shall be deemed to accrue when the right or option (or
any part thereof) first becomes exercisable during the calendar year.
9. Limitations on Exercise of Purchase Rights.
Purchase rights granted under the Plan shall not become exercisable until such
time as the Company Shares which may be issued pursuant to the Plan (i) have
been registered under the Securities Act of 1933, as amended (the "Act"), and
any applicable state and foreign securities laws; or (ii) in the opinion of the
Company's counsel, may be issued pursuant to an exemption from registration
under the Act and in compliance with any applicable state and foreign securities
laws.
10. Stock Certificates.
Certificates covering the Company Shares purchased under the Plan shall be
issued as soon as reasonably practicable after the last day of the Purchase
Period. The Company will pay all stamp taxes and the like, and all fees, in
connection with such issue.
11. Nontransferability of Purchase Rights.
An employee's right to exercise purchase rights under the Plan shall not be
transferable by such employee and may be exercised only by the employee. An
employee's right to exercise
4
purchase rights may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated.
12. Termination of Employment.
In the event of termination of employment of an employee, whether on account of
death, discharge, resignation or any other reason, all rights of the employee to
exercise purchase rights under the Plan shall terminate.
13. Adjustments.
In order to prevent dilution or enlargement of purchase rights, in the event of
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation or other change in Company Shares, the
Compensation Committee shall make appropriate changes in the number of Company
Shares which may be purchased pursuant to the Plan, and the number of Company
Shares covered by, and the purchase price under, each outstanding purchase
right, and such other changes in the Plan and outstanding purchase rights as the
Compensation Committee may deem appropriate under the circumstances. No rights
to purchase a fractional Company Share shall result from any such change.
14. Restrictions on Stock Transferability.
The Compensation Committee shall impose such non-discriminatory restrictions on
the transfer of any shares of stock acquired pursuant to the exercise of a
purchase right under the Plan as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities law, under the
requirements of any stock exchange upon which such shares of stock are then
listed, if any, and under any state and foreign securities laws applicable to
such shares.
15. Amendment/Termination.
The Board of Directors may amend or terminate the Plan at any time, but any such
amendment or termination (other than an adjustment contemplated by paragraph 13)
shall not affect purchase rights outstanding at the time thereof; provided,
however, that the Board of Directors may not, without the approval of the
shareholders of the Company, amend the Plan to (i) increase the maximum number
of Company Shares which may be purchased pursuant to the Plan (except as
provided in paragraph 13); (ii) modify the requirements as to eligibility for
participation in the Plan; (iii) change the class of corporations whose
employees will be granted purchase rights under the Plan; or (iv) materially
increase the benefits to participants under the Plan.
16. Applicable Law.
The Plan shall, to the extent not inconsistent with applicable federal law, be
construed under the laws of the State of Wisconsin.
5
17. Effective Date.
The Plan shall become effective as of the date of its adoption by the Board of
Directors of the Company, subject to approval of the Plan by the shareholders
within twelve months of such effective date. Purchase rights may be granted
prior to such approval, provided that such purchase rights shall be subject to
such approval and shall not be exercised until after such approval.
Amended December 13, 1999
CLASS A COMMON STOCK PROXY
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD and CARL G.
SCHMIDT, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class A
common stock of Johnson Worldwide Associates, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of such corporation to be
held at the Company's Headquarters, located at 1326 Willow Road, Sturtevant,
Wisconsin, on Thursday, February 17, 2000, 10:00 a.m. local time, and at any
adjournment or postponement thereof:
The Board of Directors recommends a vote FOR Items 1, 2, 3 and 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS [ ] FOR all nominees [ ] WITHHOLD
By Holders of Class A Common Stock listed to the AUTHORITY to
left (except as vote for all
specified below). nominees
1- Glenn N. Rupp listed to the
left.
2 -Terry E. London
--------------------------------------
(Instructions: To withhold authority t
vote for any individual nominee, write
the number(s) of the nominee(s) in the
box provided to the right.)
--------------------------------------
2. Approval of the proposed amendment to
the Company's Articles of Incorporation
to change the name of the Company from
Johnson Worldwide Associates, Inc. to
Johnson Outdoors Inc. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the proposed amendment to
the Johnson Worldwide Associates, Inc.
1987 Employees' Stock Purchase Plan to
exclude participation by certain highly
compensated employees. [ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approval of the Johnson Outdoors Inc.
2000 Long-Term Stock Incentive Plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the Meeting.
Check appropriate box Date: _________________ NO. OF SHARES
Indicate changes below: ------------------------------
Address Change? [ ] Name Change? [ ]
------------------------------
Signature(s) in Box
Note: Please sign exactly as
your name appears on your
stock certificate. Joint
owners should each sign
personally. A corporation
should sign full corporate
name by duly authorized
officers and affix corporate
seal, if any. When signing
as attorney, executor,
administrator, trustee or
guardian, give full title as
such.
CLASS B COMMON STOCK PROXY
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD and CARL G.
SCHMIDT, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class B
common stock of Johnson Worldwide Associates, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of such corporation to be
held at the Company's Headquarters, located at 1326 Willow Road, Sturtevant,
Wisconsin, on Thursday, February 17, 2000, 10:00 a.m. local time, and at any
adjournment or postponement thereof:
The Board of Directors recommends a vote FOR Items 1, 2, 3 and 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS [ ] FOR all nominees [ ] WITHHOLD
By Holders of Class B Common Stock listed to the AUTHORITY
1 - Samuel C. Johnson left (except as to vote for
2 - Helen P. Johnson-Leipold specified below). all nominees
3 - Thomas F. Pyle, Jr. listed to the
4 - Gregory E. Lawton left.
-----------------------------------
(Instructions: To withhold authority to
vote for any individual nominee, write the
number(s) of the nominee(s) in the box
provided to the right.)
-----------------------------------
6. Approval of the proposed amendment to
the Company's Articles of Incorporation
to change the name of the Company from
Johnson Worldwide Associates, Inc. to
Johnson Outdoors Inc. [ ] FOR [ ] AGAINST [ ] ABSTAIN
7. Approval of the proposed amendment to
the Johnson Worldwide Associates, Inc.
1987 Employees' Stock Purchase Plan to
exclude participation by certain
highly compensated employees. [ ] FOR [ ] AGAINST [ ] ABSTAIN
8. Approval of the Johnson Outdoors Inc.
2000 Long-Term Stock Incentive Plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the Meeting.
Check appropriate box Date: _________________ NO. OF SHARES
Indicate changes below: ------------------------------
Address Change? [ ] Name Change? [ ]
------------------------------
Signature(s) in Box
Note: Please sign exactly as
your name appears on your
stock certificate. Joint
owners should each sign
personally. A corporation
should sign full corporate
name by duly authorized
officers and affix corporate
seal, if any. When signing
as attorney, executor,
administrator, trustee or
guardian, give full title as
such.