View:
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-16255
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
222 Main Street, Racine, Wisconsin 53403
(Address of principal executive offices)
(414) 631-2100
(Registrant's telephone number, including area code)
_________________________
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at May 2,
Class 1994
Class A Common Stock
($.05 par value) 6,793,292
Class B Common Stock
($.05 par value) 1,230,675
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
Index Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of
Operations - Three and Six
Months Ended April 1, 1994 and
April 2, 1993 3
Consolidated Balance Sheets -
April 1, 1994, October 1, 1993
and April 2, 1993 4, 5
Consolidated Statements of
Cash Flows - Six Months Ended
April 1, 1994 and April 2,
1993 6
-2-
Notes to Consolidated
Financial Statements 7
Item 2. Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 8, 9
PART II OTHER INFORMATION
Item 4. Submission of Matters to a
Vote of Security Holders 10
Item 6. Exhibits and Reports on Form
8-K 10
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
(thousands of dollars, April 1, April 2, April 1, April 2,
except per share data) 1994 1993 1994 1993
Net sales $84,305 $85,259 $128,314 $132,188
Cost of sales 48,322 48,727 74,380 76,629
------- ------- ------- -------
Gross profit 35,983 36,532 53,934 55,559
Operating expenses:
Marketing and selling 16,173 16,627 28,213 28,419
Financial and
administrative management 5,936 6,497 11,712 13,133
Research and development 1,353 1,379 2,459 2,726
Profit sharing 506 482 664 600
------- ------- ------- -------
Total operating
expenses 23,968 24,985 43,048 44,878
------- ------- ------- -------
Operating profit 12,015 11,547 10,886 10,681
Interest income (105) (113) (190) (257)
Interest expense 2,001 2,213 3,796 4,159
Amortization of acquisition
costs 356 412 744 827
Other expenses, net 29 185 44 473
------- ------- ------- --------
Income from continuing
operations before income
taxes 9,734 8,850 6,492 5,479
Income tax expense 3,605 3,441 2,387 2,230
------- ------- ------- -------
Income from continuing
operations 6,129 5,409 4,105 3,249
Income from discontinued
operations -- 1,550 -- 2,728
--------- ------- --------- --------
Net income $ 6,129 $ 6,959 $ 4,105 $ 5,977
======= ======= ======== ========
Earnings per common share
Continuing operations $ .76 $ .68 $ .51 $ .41
Discontinued
operations --- .19 --- .34
-------- ------- -------- -------
Net income $ .76 $ .87 $ .51 $ .75
======== ======= ======== =======
The accompanying notes are an integral part of the
consolidated financial statements.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS April 1, October April 2,
(thousands of dollars) 1994 1, 1993
1993
Current assets:
Cash and temporary cash
investments $ 2,981 $ 4,415 $ 4,918
Accounts receivable,
less allowance for
doubtful accounts of
$1,811, $1,606 and
$1,954, respectively 81,634 44,803 81,447
Inventories 80,295 67,323 76,911
Other current assets 17,798 19,523 15,153
Net assets of
discontinued operations 40,363 46,504 50,643
-------- -------- --------
Total current
assets 223,071 182,568 229,072
Property, plant and equipment 19,570 19,052 20,294
Intangible assets 33,385 34,957 38,453
Other assets 2,736 2,544 1,970
---------- ---------- ----------
$278,762 $239,121 $289,789
======== ======== ========
The accompanying notes are an integral part of the
consolidated financial statements.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
October
LIABILITIES AND SHAREHOLDERS' EQUITY April 1, 1, April 2,
(thousands of dollars) 1994 1993 1993
Current liabilities:
Notes payable and current
maturities of long-term obligations $ 68,059 $ 37,123 $ 68,381
Accounts payable 17,037 11,874 21,788
Accrued income taxes 5,291 4,214 2,203
Accrued restructuring expenses 5,558 8,905 2,684
Other accrued liabilities 15,794 16,325 17,338
-------- -------- --------
Total current liabilities 111,739 78,441 112,394
Long-term obligations, less current
maturities 47,225 44,543 52,290
Other liabilities 5,214 5,319 6,083
-------- -------- --------
Total liabilities 164,178 128,303 170,767
-------- -------- --------
Shareholders' equity:
Preferred stock issued: none --- --- ---
Common Stock:
Class A shares issued:
April 1, 1994, 6,776,454;
October 1, 1993, 6,758,346;
April 2, 1993, 6,693,507 339 338 335
Class B shares issued
(convertible into Class A):
April 1, 1994, 1,230,675;
October 1, 1993, 1,230,883;
April 2, 1993, 1,231,972 61 61 61
Capital in excess of par value 42,061 41,696 41,020
Retained earnings 71,445 67,340 74,508
Contingent compensation (352) (350) (180)
Cumulative translation adjustment 1,030 1,733 3,278
-------- -------- --------
Total shareholders' equity 114,584 110,818 119,022
-------- -------- --------
Total liabilities and
shareholders' equity $278,762 $239,121 $289,789
======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(thousands of dollars) Six Months Ended
April 1, April 2,
1994 1993
Cash used for operations:
Net income $ 4,105 $ 5,977
Noncash items:
Depreciation and amortization 3,600 3,991
Deferred income taxes 1,071 400
Income from discontinued
operations --- (2,728)
Change in accounts receivable, net (37,012) (42,265)
Change in inventories (13,488) (11,296)
Change in restructuring accrual (3,347) (1,816)
Change in accounts payable and
accrued liabilities 6,627 12,606
Change in net assets of discontinued
operations 6,141 (6,191)
Change in other, net 26 (1,067)
------- -------
(32,277) (42,389)
------- -------
Cash used for investment activities:
Additions to property, plant and
equipment (3,342) (3,174)
Other, net (27) (276)
------- -------
(3,369) (3,450)
------- -------
Cash provided from financing activities:
Changes in notes payable and long-
term liabilities 34,011 47,589
Issuance of common stock 278 36
------- -------
34,289 47,625
------- -------
Effect of foreign currency fluctuations
on cash (77) (413)
------- -------
(Decrease) increase in cash and temporary
cash investments (1,434) 1,373
Cash and temporary cash investments:
Beginning of period 4,415 3,545
------- -------
End of period $ 2,981 $ 4,918
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1) Financial Statements
The consolidated financial statements included herein are unaudited.
In the opinion of management, these statements contain all
adjustments (consisting of only normal recurring items) necessary to
present fairly the financial position of Johnson Worldwide
Associates, Inc. (the Company) as of April 1, 1994, the results of
operations for the three and six months ended April 1, 1994 and cash
flows for the six months ended April 1, 1994. These consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Annual Report for the year ended October 1, 1993.
Because of seasonal and other factors, the results of operations for
the three and six months ended April 1, 1994 and April 2, 1993 are
not necessarily indicative of the results to be expected for the full
year.
2) Income Taxes
The provision for income taxes includes deferred taxes and is based
upon estimated annual effective tax rates in the tax jurisdictions in
which the Company operates.
3) Inventories
April 1, October 1, April 2,
1994 1993 1993
(thousands of
dollars)
Raw materials $18,653 $16,622 $21,884
Work in process 6,127 4,834 5,263
Finished goods 55,515 45,867 49,764
------- ------- -------
$80,295 $67,323 $76,911
======= ======= =======
4) Subsequent Event
On May 6, 1994 the Company completed the sale of a group of
businesses that represent a major component of the Company's Marking
Systems group. The businesses that have been sold include: Porelon,
Inc., manufacturer of ink rolls and ribbon re-inking systems;
Microfoam, which produces foam structures used for inked and non-
inked purposes; U.S. Stamp, manufacturer and marketer of pre-inked
hand stamps; and Unigraphics, headquartered in Boras, Sweden,
servicing hand stamp customers in Europe. The net assets of these
businesses were classified as discontinued operations for all periods
presented. Proceeds from the sale will eventually be redeployed into
recreation products, but, in the short term, the proceeds have been
used to pay down debt. Negotiations are continuing regarding the
sale of Trident, which is the remaining component of the discontinued
Marking Systems group.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Net sales were $84.3 million for the quarter ended April 1, 1994, a
decrease of approximately 1% from net sales of $85.3 million for the
corresponding period in 1993. Sales of the European operations for the
quarter ended April 1, 1994, increased $3.3 million or approximately 11%
over the corresponding period in 1993. Sales of fishing and camping
products accounted for approximately 88% of the European sales increase.
Sales of the North American operations for the quarter ended April 1, 1994
decreased approximately $2.9 million or approximately 6% compared to the
corresponding period in 1993. Approximately $2.4 million of the sales
decrease is the result of the absence of sales from non-strategic
recreation product lines which JWA is exiting. Sales of North American
camping products were up 2% for the quarter ended April 1, 1994 over the
corresponding period in 1993. Sales of North American fishing products
were down approximately 1% for the quarter ended April 1, 1994 from the
corresponding period in 1993, but were strong in the month of March
consistent with recent trends in trade purchases aligning more closely
with the trends of retail sales. Net sales of $128.3 million for the six
months ended April 1, 1994 decreased approximately $3.9 million or 3% from
net sales of $132.2 million for the corresponding period in 1993. The
absence of sales from non-strategic recreation product lines which JWA is
exiting caused sales for the six months ended April 1, 1994 to be
approximately $5.0 million lower than the corresponding period in 1993.
Operating profit for the quarter ended April 1, 1994 increased
approximately $468,000 or 4% from the corresponding period in 1993 due to
a reduction in operating expenses. Operating profit for the six months
ended April 1, 1994 increased approximately $205,000 or 2% from the
corresponding period in 1993. The gross profit reduction of $1.6 million
in the six months ended April 1, 1994 which was primarily from lower net
sales, was offset by reduced operating expenses of $1.8 million. Net
reduction in operating expenses resulted primarily from the Company's
repositioning actions described in the Company's 1994 Annual Report.
Interest expense for the quarter and six months ended April 1, 1994
decreased approximately $212,000 and $363,000, respectively, over the
corresponding periods in 1993 due primarily to lower interest rates at the
Company's foreign operations. Although U.S. interest rates have
increased, the Company expects interest expense in the third and fourth
quarters to be less than corresponding periods in the prior year, because
the Company intends to initially use the proceeds from the sale of the
Company's Marking System business to reduce debt.
Other expenses, net decreased approximately $156,000 for the quarter ended
April 1, 1994 and approximately $429,000 for the six months ended April 1,
1994 as compared to the corresponding period in 1993, primarily as a
result of a reduction in foreign currency translation losses.
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
Income from continuing operations for the quarter and six months ended
April 1, 1994 was $6.1 million and $4.1 million, respectively, as compared
to $5.4 million and $3.2 million for the corresponding periods in 1993.
On July 28, 1993 the Board of Directors approved a formal plan to divest
the Company's Marking Systems group. As a result of the adoption of the
plan, the Marking Systems operations have been classified as discontinued
for all periods presented. All operating results for the Marking Systems
group subsequent to July 28, 1993 are taken into account in determining
the Company's net cost of disposal. As discussed in the Financial
Condition section, on May 6, 1994, the Company sold a major component of
the Marking Systems group.
Financial Condition
Inventories and accounts receivable were $161.9 million on April 1, 1994
or $49.8 million higher than inventory and accounts receivable levels on
October 1, 1993 and $3.6 million higher than inventory and accounts
receivable levels on April 2, 1993. The increase from October 1, 1993
levels reflects normal seasonal increases in connection with the Company's
peak selling season in the second and third quarters. The $3.6 million
increase from the April 2, 1993 levels is largely the result of the
increased levels of U.S. fishing finished good inventories in response to
the continuing shift by large retailers to purchasing inventory closer to
the retail selling season. The increase in inventory and accounts
receivable from the April 2, 1993 levels was lessened by the changing
relationship between the U.S. dollar and the European currencies in which
the Company has operations. Values of the currencies in most countries in
which the Company operates have declined relative to the U.S. dollar as of
April 1, 1994 in comparison to their values as of April 2, 1993. Current
notes payable as of April 1, 1994 were approximately $31.2 million higher
than October 1, 1993, primarily to finance the Company's normal seasonal
increase in inventories and accounts receivable. Cash flow from
operations and short term borrowings under existing credit facilities are
sufficient to meet the Company's seasonal working capital needs.
During the quarter ended April 1, 1994, the Company began construction of
a new office and Research and Development building for employees located
in Racine. The estimated cost of the building is approximately $4.0
million. Existing credit facilities are sufficient to meet the Company's
expected capital expenditures.
On May 6, 1994 the Company completed the sale of a group of businesses
that represent a major component of the Company's Marking Systems group.
The businesses that have been sold include: Porelon, Inc., manufacturer
of ink rolls and ribbon re-inking systems; Microfoam, which produces foam
structures used for inked and non-inked purposes; U.S. Stamp, manufacturer
and marketer of pre-inked hand stamps; and Unigraphics, headquartered in
Boras, Sweden, servicing hand stamp customers in Europe. The net assets
of these businesses were classified as discontinued operations for all
periods presented. Proceeds from the sale will eventually be redeployed
into recreation products, but, in the short term, the proceeds have been
used to pay down debt. Negotiations are continuing regarding the sale of
Trident, which is the remaining component of the discontinued Marking
Systems group.
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting on January 27, 1994, the Shareholders
voted to:
Votes Votes
Cast Cast Votes Absten- Broker
For Against Withheld tion Non-Votes
a) Elect the following individuals as Directors for terms that expire
at the next annual meeting.
Class A Directors:
Donald W. Brinckman5,043,641 0 5,930 0 0
Thomas F. Pyle, Jr.5,043,941 0 5,630 0 0
Class B Directors:
Samuel C. Johnson 1,220,115 0 0 0 0
Helen P. Johnson- 1,220,115 0 0 0 0
Leipold
Raymond F. Farley 1,220,115 0 0 0 0
John D. Crabb 1,220,115 0 0 0 0
b) Approve the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock
Incentive Plan.
16,230,330 302,409 0 473,108 244,874
c) Approve an amendment to the Johnson Worldwide Associates, Inc. 1987
Employees' Stock Purchase Plan to increase the number of shares of
Class A Common Stock authorized for issuance from 60,000 to 150,000.
16,556,183 25,377 0 443,643 225,518
d) Approve an amendment to the Johnson Worldwide Associates, Inc. 1987
Employees' Stock Purchase Plan to change the eligibility
requirements to exclude participation by executive officers who
participate in the proposed Johnson Worldwide Associates, Inc. 1994
Long-Term Stock Incentive Plan.
16,751,763 37,356 0 445,686 15,916
e) Approve Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan.
16,687,689 123,353 0 214,161 225,518
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit:
10.1 Johnson Worldwide Associates, Inc. 1994 Long-Term Stock
Incentive Plan
10.2 Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan
11 Computation of Earnings Per Share
(b) There were no reports on Form 8-K filed for the three months
ended April 1, 1994.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JOHNSON WORLDWIDE ASSOCIATES,
INC.
Date: May 11, 1994
/s/ John Cahill
John Cahill
Vice-President, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
EXHIBIT INDEX
Exhibit Description Page Number
10.1 Johnson Worldwide Associates,
Inc. 1994 Long-Term Stock
Incentive Plan __
10.2 Johnson Worldwide Associates,
Inc. 1994 Non-Employee
Director Stock Ownership Plan __
11. Computation of Earnings Per
Share __
Exhibit 11
JOHNSON WORLDWIDE ASSOCIATES, INC.
AND SUBSIDIARIES
Computation of Earnings Per Share
Three Months Ended Six Months Ended
(thousands of April 1, April 2, April 1, April 2,
dollars, 1994 1993 1994 1993
except per share
data)
Primary:
Weighted average
common shares
outstanding 8,003,740 7,920,376 7,997,136 7,918,509
Common equivalent
shares 107,911 83,977 53,956 41,989
--------- --------- --------- ---------
Weighted common
shares and common
equivalent shares
outstanding 8,111,651 8,004,353 8,051,092 7,960,498
========= ========= ========= =========
Income from
continuing
operations $ 6,129 $ 5,409 $ 4,105 $ 3,249
========= ========= ========= =====
Primary earnings
per share from
continuing
operations $ .76 $ .68 $ .51 $ .41
======== ======== ======== ========
Fully diluted:
Weighted average
common shares
outstanding 8,003,740 7,920,376 7,997,136 7,918,509
Common equivalent
shares 107,911 91,494 53,956 45,747
--------- --------- --------- ---------
Weighted average
common shares and
common equivalent
shares outstanding8,111,651 8,011,870 8,051,092 7,964,256
========= ========= ========= =========
Income from
continuing
operations $ 6,129 $ 5,409 $ 4,105 $ 3,249
========= ========= ========= =========
Fully diluted
earnings per share
from continuing
operations $ .76 $ .68 $ .51 $ .41
======== ======== ========= =========
Earnings per share from discontinued operations are computed by dividing
the income from discontinued operations by the applicable primary or fully
diluted weighted average common and common equivalent shares outstanding.
Johnson Worldwide Associates, Inc.
1994 Long-Term Stock Incentive Plan
Section 1: Purpose
The purpose of the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock
Incentive Plan (the "Plan") is to enhance the ability of Johnson Worldwide
Associates, Inc. (the "Company") and its Affiliates (as defined below) to
attract and retain key employees who will make substantial contributions
to the Company's long-term business growth and to provide meaningful
incentives to such key 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 of the Board designated by such Board to
administer the Plan and composed of not less than two directors, each
of whom is a "disinterested person" within the meaning of Rule 16b-3
under the 1934 Act and Section 162(m) under the Code.
(f) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(g) Company means Johnson Worldwide Associates, 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 prices of a share
of Common Stock in the over-the-counter market on the trading date
preceding the specified date, as reported by the NASDAQ National
Market System (or if no sales occurred on such date, the last
preceding date on which sales occurred); provided, however, that if
the principal market for the Common Stock is then a national
securities exchange, the Fair Market Value shall be the average of
the high and low prices of a share of Common Stock on the principal
securities exchange on which the Common Stock is traded on the
trading date preceding 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) Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and
Exchange Commission under the 1934 Act, or any successor rule or
regulation thereto.
(o) Shares means shares of Common Stock of the Company.
(p) Stock Appreciation Right, or SAR, means any right granted under
Section 7(c) of the Plan.
(q) Stock Award means an award granted under Section 7(d) of the Plan.
(r) 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 January 27, 1994, subject, however, to
the approval of the Plan by the shareholders of the Company. No Awards
may be made under the Plan after January 27, 1999, 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.
Section 4: Administration
The Plan shall be administered by the Committee. 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.
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 500,000, plus such additional number of
Shares not to exceed 150,000 determined by the sum of (i) the number
of remaining Shares available for grant under the Johnson Worldwide
Associates, Inc. Amended and Restated 1986 Stock Option Plan (the
"1986 Plan") as of January 27, 1994 and (ii) the number of Shares
underlying outstanding options under the 1986 Plan as of January 27,
1994 that subsequently expire, terminate or are cancelled.
(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 over the period that the Plan is in
effect shall not exceed 100,000 Shares.
(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, 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; (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
provided that any such actions are consistently and equitably
applicable to all affected Participants.
(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 and
if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of
other indicia of ownership of the Shares to which the Award relates,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award,
to the extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
(e) Accounting for Awards. The number of Shares covered by an Award
under the Plan, or to which such Award relates, shall be counted on
the date of grant of such Award against the number of Shares
available for granting Awards 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.
(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. 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). 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 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 Award. The Committee
may impose such conditions or restrictions on the exercise of any SAR
as it may deem appropriate, including, without limitation,
restricting the time of exercise of the SAR to specified periods as
may be necessary to satisfy the requirements of Rule 16b-3.
(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.
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 designate a
beneficiary or beneficiaries to exercise the Participant's rights and
receive any distributions under this Plan upon the Participant's
death.
(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) Rule 16b-3 Six-Month Limitations. To the extent required in order to
comply with Rule 16b-3 only, any equity security offered pursuant to
the Plan to a Reporting Person may not be sold for at least six
months after acquisition, except in the case of death or disability,
and any derivative security issued pursuant to the Plan to a
Reporting Person shall not be exercisable for at least six months,
except in case of death or disability of the holder thereof. Terms
used in the preceding sentence shall, for the purposes of such
sentence only, have the meanings, if any, assigned or attributed to
them under Rule 16b-3.
(f) 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.
(g) 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.
(h) 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.
(i) 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; and
provided, further, that without the approval of the Company's
shareholders, no amendment shall be made which would (i) increase the
total number of Shares available for issuance under the Plan; or
(ii) cause the Plan not to comply with Rule 16b-3 or any successor
rule.
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 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.
December 2, 1993
Johnson Worldwide Associates, Inc.
1994 Non-Employee Director Stock Ownership Plan
Section 1: Purpose
The purpose of the Johnson Worldwide Associates, Inc. 1994 Non-Employee
Director Stock Ownership Plan (the "Plan") is to promote the long-term
growth and financial success of Johnson Worldwide Associates, Inc. (the
"Company") by attracting and retaining non-employee directors of
outstanding ability and assisting the Company in promoting a greater
identity of interest between the Company's non-employee directors and its
shareholders.
Section 2: Definitions
As used in the Plan, the following terms have the respective meanings set
forth below:
(a) Award means any Stock Option or Stock Award granted under the Plan.
(b) Board means the Company's Board of Directors.
(c) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(d) Company means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and any entity
that is directly or indirectly controlled by the Company or any
entity in which the Company has a significant interest as determined
by the Board.
(e) Fair Market Value means the fair market value of the Common Stock
determined by such methods or procedures as shall be established from
time to time by the Board; provided, however, that the Fair Market
Value shall not be less than the par value of the Common Stock; and
provided further, that so long as the Common Stock is traded on a
public market, Fair Market Value means the average of the high and
low prices of a share of Common Stock in the over-the-counter market
on the trading date preceding the specified date, as reported by the
NASDAQ National Market System (or if no sales occurred on such date,
the last preceding date on which sales occurred); provided, however,
that if the principal market for the Common Stock is then a national
securities exchange, the Fair Market Value shall be the average of
the high and low prices of a share of Common Stock on the principal
securities exchange on which the Common Stock is traded on the
trading date preceding the specified date (or if no sales occurred on
such date, the last preceding date on which sales occurred).
(f) 1934 Act means the Securities Exchange Act of 1934, as amended from
time to time.
(g) Participant means a Director of the Board who is not an employee of
the Company.
(h) Shares means shares of Common Stock of the Company.
(i) Stock Award means an award to a Participant comprised of Shares
granted under Section 6(b) of the Plan.
(j) Stock Option means an award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period granted under Section 6(a) of the Plan.
Section 3: Effective Dates
The Plan shall be in effect as of January 27, 1994, subject, however, to
the approval of the Plan by the shareholders of the Company. No Awards
may be made under the Plan after January 27, 2004 or earlier termination
of the Plan by the Board.
Section 4: Plan Operation
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the 1934 Act and accordingly is intended to be self-
governing. To this end the Plan requires no discretionary action by any
administrative body with regard to any transaction under the Plan. To
this extent, if any, that any questions of interpretation arise, these
shall be resolved by the Board.
Section 5: Stock Available for Awards
(a) Common Shares Available. The maximum number of Shares available for
Awards under the Plan may not exceed 50,000 shares of Common Stock of
the Company.
(b) Adjustments and Reorganizations. The Board, as it deems appropriate
to meet the intent of the Plan, may make such adjustments to (i) the
number of Shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan, and (ii) the number and
type and exercise price of Shares subject to outstanding Stock
Options, provided any such adjustments are consistent with the effect
on other shareholders arising from any corporate restructuring
action. Such actions may include, but are not limited to, any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization, or other distributions
(other than normal cash dividends) of Company assets to shareholders,
or any other change affecting Shares. The Board may also make such
similar appropriate adjustments in the calculation of Fair Market
Value as it deems necessary to preserve the Participants' rights
under the Plan. Notwithstanding the foregoing, (x) Stock Options
subject to grant or previously granted under the Plan at the time of
any event described above shall be subject to only such adjustment as
shall be necessary to maintain the proportionate interest of the
Participant and preserve, without exceeding, the value of such Stock
Options, and (y) the number of Shares subject to Stock Awards under
the Plan at the time of any event described above shall be subject to
only such adjustment as shall be necessary to maintain the relative
proportionate interest represented by such Shares immediately prior
to any such event.
(c) Common Stock Usage. If, after the effective date of the Plan, any
Shares covered by an Award granted under the Plan, or to which any
Award relates, are forfeited or if an Award otherwise terminates,
expires or is cancelled prior to the delivery of all of the Shares or
of other consideration issuable or payable pursuant to such Award and
if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of
other indicia of ownership of the Shares to which the Award relates,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award,
to the extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
Section 6: Awards
(a) Stock Options. By and simultaneous with the approval of the Plan by
the shareholders of the Company, each Participant at such time shall
automatically be granted a non-qualified stock option to purchase
5,000 Shares of Common Stock. Thereafter, on the date on which a
Participant, other than a Participant who was serving as a Director
of the Company on the date of shareholder approval, is first elected
or appointed as a Director of the Company during the existence of the
Plan, such Participant shall automatically be granted a non-qualified
stock option to purchase 5,000 Shares of Common Stock. The option
exercise price shall be the Fair Market Value of a Share of Common
Stock on the date of the grant which shall be payable at the time of
exercise in cash, previously acquired Shares of Common Stock valued
at their Fair Market Value or such other forms or combinations of
forms as the Board may approve. Each option shall have a term of ten
years and shall become fully exercisable one year following the date
on which it is granted.
(b) Stock Awards. Commencing with the 1994 annual meeting of
shareholders, the Company shall issue to each Participant 500 Shares
of Common Stock on the first business day following each annual
meeting of shareholders until the Plan is terminated or amended.
Section 7: General Provisions Applicable to Awards
(a) Non-Transferability of Stock Options. Options granted under Section
6(a) hereof may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or under
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code.
The designation of a beneficiary shall not constitute a transfer. An
option may be exercised, during the lifetime of the Participant, only
by such Participant or his legal representative.
(b) Non-Transferability of Stock Awards. Shares awarded under Section
6(b) hereof shall not be assignable, alienable, saleable or otherwise
transferable by the respective Participant until such Participant
ceases for any reason to serve on the Board. Notwithstanding the
preceding sentence, the following transfers or other dispositions
will not be deemed to be a violation of the transfer restrictions set
forth herein:
A gift or other transfer of Shares issued to (i) any trust
or other estate in which such Participant has a substantial
beneficial interest or as to which such Participant serves as a
trustee or in a similar capacity or (ii) any relative or spouse
of such Participant, or any relative of such spouse, who has the
same home as the Participant which in either case would not
change the Participant's beneficial ownership of those Shares
for purposes of reporting under Section 16(a) of the 1934 Act;
provided, that any Shares transferred by gift or otherwise
pursuant to this subparagraph will continue to be subject to the
non-transfer restrictions of this Section though such Shares are
held by the Participant.
(c) Termination of Directorship. If for any reason a Participant ceases
to be a Director of the Company one year or more after the Director's
initial election or appointment to the Board while holding an option
granted under the Plan, such option shall continue to be exercisable
for a period of three years after such termination or the remainder
of the option term, whichever is shorter. If for any reason other
than death a Participant ceases to be a Director of the Company
within one year of the Director's initial election or appointment to
the Board, the option granted under the Plan and held by the Director
shall be cancelled as of the date of such termination. In the event
a Participant dies within one year of initial election or appointment
to the Board, the option granted under the Plan shall be exercisable
by will or in accordance with the laws of descent and distribution
for a period of three years following the date of death.
(d) Documentation of Grants. Awards made under the Plan shall be
evidenced by written agreements or such other appropriate
documentation as the Board shall prescribe. The Board need not
require the execution of any instrument or acknowledgment of notice
of an Award under the Plan, in which case acceptance of such Award by
the respective Participant will constitute agreement to the terms of
the Award.
(e) Plan Amendment. The Board may suspend or terminate the Plan or any
portion of the Plan at any time. The Board may also amend the Plan
if deemed to be in the best interests of the Company and its
shareholders; provided, however, that (i) no such amendment may
impair any Participant's right regarding any outstanding grants,
elections or other right to receive Shares under the Plan without his
or her consent, and (ii) the Plan may not be amended more than once
every six months, unless such amendment is permitted by Rule 16b-
3(c)(2)(ii)(B) under the 1934 Act.
(f) Governing Law. The validity, construction and effect of the Plan and
any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
December 2, 1993