SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July
26, 2005
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JOHNSON
OUTDOORS INC.
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(Exact
name of registrant as specified in its
charter)
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Wisconsin
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(State
or other jurisdiction of
incorporation)
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0-16255
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39-1536083
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(Commission
File Number)
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(I.R.S.
Employer I.D. Number)
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555
Main Street
Racine,
Wisconsin
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53403
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(Address
of Principal Executive Offices)
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(Zip
Code)
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262-631-6600
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(Registrant's
telephone number, including area code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o
Written
communications
pursuant to Rule 425 under the Securities Act
(17
CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17
CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e-4(c))
Section
1 - Registrant's Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
July
26, 2005, at the annual meeting of shareholders of Johnson Outdoors Inc. (the
"Company"), shareholders approved a proposal to amend the Johnson Outdoors
Inc.
2000 Long-Term Stock Incentive Plan (the "2000 Plan"), a proposal to amend
the
Johnson Outdoors Inc. 1987 Employees' Stock Purchase Plan (the "1987 Plan")
and
a proposal to amend and restate the Johnson Outdoors Inc. Worldwide Key
Executives' Discretionary Bonus Plan (the "Cash Bonus Plan"). Copies of the
2000
Plan, 1987 Plan and the Cash Bonus Plan are attached hereto as exhibits and
are
incorporated herein by reference.
Summary
descriptions of the terms of the 2000 Plan, the 1987 Plan and the Cash Bonus
Plan are set forth in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on June
28,
2005. The sections of the definitive proxy statement entitled "Approval of
Amendment to Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan" from
pages 25 to 30, "Approval of Amendment to Johnson Outdoors Inc. 1987 Employees'
Stock Purchase Plan" from pages 31 to 33 and "Approval of Proposal to Amend
and
Restate the Johnson Outdoors Inc. Worldwide Key Executives' Discretionary Bonus
Plan" from pages 33 to 35 are incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
The
following exhibits are filed herewith:
Exhibit 99.1
- Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan.
Exhibit 99.2
- Johnson Outdoors Inc. 1987 Employees' Stock Purchase Plan.
Exhibit 99.3
- Johnson Outdoors Inc. Worldwide Key Executives' Discretionary Bonus
Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Johnson Outdoors
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
JOHNSON
OUTDOORS INC.
Date:
July 29, 2005
BY
/s/ David W.
Johnson
David W. Johnson,
Treasurer and
Interim Chief Financial
Officer
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Exhibit
99.1
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:
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(a)
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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.
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(b)
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Award
means any Stock Option, Stock Appreciation Right or Stock Award
granted
under the Plan.
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(c)
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Board
means the Board of Directors of the Company.
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(d)
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Code
means the Internal Revenue Code of 1986, as amended from time to
time.
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(e)
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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.
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(f)
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Common
Stock
means the Class A Common Stock, $.05 par value, of the Company.
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(g)
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Company
means Johnson Outdoors Inc., a corporation established under the
laws of
the State of Wisconsin, and its Affiliates.
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(h)
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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).
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(i)
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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.
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(j)
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1934
Act
means the Securities Exchange Act of 1934, as amended from time
to time.
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(k)
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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.
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(l)
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Participant
means a person selected by the Committee (or its delegate as provided
under Section 4) to receive an Award under the Plan.
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(m)
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Reporting
Person
means an individual who is subject to Section 16 under the 1934
Act or any
successor rule.
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(n)
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Shares
means shares of Common Stock of the Company.
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(o)
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Stock
Appreciation Right,
or SAR,
means any right granted under Section 7(c) of the Plan.
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(p)
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Stock
Award
means an award granted under Section 7(d) of the Plan.
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(q)
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Stock
Option
means an Incentive Stock Option or a Nonqualified Stock Option.
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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.
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,
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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
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(a)
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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
1,000,000.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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Section
7: Awards
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(a)
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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.
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(b)
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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.
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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.
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(c)
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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 <PAGE> Award. The Committee may impose such
conditions or restrictions on the exercise of any SAR as it may
deem
appropriate.
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(d)
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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.
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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:
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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).
Section
8: General Provisions Applicable to Awards
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(a)
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No
Consideration for Awards.
Awards shall be granted to Participants for no cash consideration
unless
otherwise determined by the Committee.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(f)
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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.
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(g)
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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.
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(h)
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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.
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Section
9: Miscellaneous
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(a)
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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.
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(f)
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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.
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|
(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.
|
8
Exhibit
99.2
JOHNSON
OUTDOORS INC.
1987
EMPLOYEES' STOCK PURCHASE PLAN
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 270,000.
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 has been granted
or
awarded a stock option, stock appreciation right or stock award under the
Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan. 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 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.
3
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 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.
4
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.
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.
Last
amended on July 26, 2005.
5
Exhibit
99.3
JOHNSON
OUTDOORS INC.
AMENDED
AND RESTATED WORLDWIDE
KEY
EXECUTIVES' DISCRETIONARY BONUS PLAN
I.
ADOPTION
OF PLAN
Johnson
Outdoors Inc. (the "Company") adopted this Plan effective October 1, 2000 and
amended and restated this Plan effective July 1, 2005 for key executives (the
"Participants") of its worldwide operations. The Plan shall be ongoing until
terminated by the Board of Directors of the Company or the Compensation
Committee of the Board of Directors (the "Compensation Committee"). Except
as
otherwise provided in Section VI., awards shall be made under this Plan, if,
and
only if, authorized by the Compensation Committee, and shall be made in
accordance with the Plan.
II.
PURPOSES
OF THE DISCRETIONARY BONUS PLAN
The
purpose of the Plan is to provide incentive compensation to Participants which
indirectly relates the financial reward to an increase in the value of the
Company to our shareholders. The key philosophy behind the Plan is that value
must continue to be created over time in order for bonuses to be paid.
Additionally, the Plan is intended to:
|
A.
|
Motivate
Participants to achieve individual/team
results.
|
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B.
|
Motivate
Participants to develop maximum resourcefulness and resiliency in
planning
and directing their organizations in the face of changing competitive,
economic, political and other
conditions.
|
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C.
|
Provide
an incentive for Participants to constructively assist other organizations
in the Company to meet current and future
challenges.
|
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D.
|
Encourage
Participants to develop realistic yet challenging annual key objectives
that will stretch their organization's
capabilities.
|
III. DISCRETIONARY
BONUS PLAN
|
A.
|
Eligibility
|
|
Each
year, or more frequently as may be required, the Compensation Committee
shall select those Participants who shall be eligible for this
Plan.
|
|
Eligibility
of a position in the Plan in a given year is not a guarantee that
a payout
will be made to an incumbent for that year. Incumbents in approved
eligible key executive positions will be notified of their selection
as a
Participant prior to the beginning of the fiscal year. Additional
Participants may be added during the fiscal year by the Compensation
Committee.
|
|
B.
|
Administration
of the Plan
|
1. Basis
for Awards
Individual
bonus awards shall be based on the total base salary received by the Participant
during the fiscal year. For this purpose, the term "base salary" shall not
include profit sharing, expense allowances or any other payments or benefits,
whether legally required or not.
Target
bonus amounts will be established by the Compensation Committee before the
start
of each fiscal year for all eligible Participants. These target bonus amounts
are not intended to limit the Compensation Committee's complete flexibility
in
exercising its discretion in any way. The target bonus amount can range from
10%
to 100% of base salary, depending upon the Participant's position. The bonus
range for purposes of payout is 0% to 200% of the target bonus amount (as an
example, a Participant with a bonus target of 25% will have a payout range
of 0%
to 50% of base salary).
Each
Participant will have his/her target bonus split, with a portion allocated
to
achievement of revenue growth and income in excess of the cost-of-capital (the
"Return and Growth Matrix") or other financial measure or measures AND a portion
allocated to achievement of individual objectives (the "MBOs"). In all cases,
the minimum percentage of the target bonus allocated to the Return and Growth
Matrix or other measures will be 60% for all Participants.
2
2. Cost
When
target bonuses are established in each year, the cost of the Plan for that
year
shall be estimated for the Compensation Committee's approval. However,
regardless of the performance level of individual Participants, overall Company
financial performance shall be considered in determining the degree to which
the
sum total of all bonuses is deemed affordable and justified and bonus awards
may
be adjusted to reflect that determination.
3. Determination
of Return and Growth Matrix Award
For
each
fiscal year, a Return and Growth Matrix will be developed for Johnson Outdoors
as a whole and may be developed for each Group (i.e. — Watercraft or Global
Diving).
Depending
on the Participant's position, the Return and Growth Matrix performance goals
may be determined at one or more levels as described above. As an example,
corporate staff may be based on Johnson Outdoors, whereas a Participant at
the
subsidiary level may have their award based on a combination of their Group
and
Johnson Outdoors performance.
For
all
Participants, of the portion of the target bonus allocated to the Return and
Growth Matrix, at least 10% will be based on Total Johnson Outdoors
performance.
4. Determination
of Individual Awards
Each
Participant will develop individual objectives (MBOs), which will be reviewed
and approved by the Compensation Committee in advance, that are aligned with
one
or more of the following areas:
|
a)
|
Business
or position specific financial
|
|
b)
|
Cross-business
partnerships (networking)
|
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c)
|
New
product innovation
|
|
d)
|
People
development/organization capacity
|
3
Depending
on the Participant's position, he/she may have objectives in one or more
of the
aforementioned areas. In all cases, so as to not diminish the importance
of these
objectives, no Participant may establish more than 4 MBOs in
aggregate.
In
determining MBO awards, the Compensation Committee shall assess the following
factors:
• results
against all annual objectives
• retrospective
assessment of the degree of stretch required to accomplish the objectives
• overall
performance
IV.
ADMINISTRATIVE
|
A.
|
Termination
Prior to Payout
|
|
Should
the employment of a Participant terminate for any reason before payout
under this Plan is made, the Compensation Committee or other designated
final approval authorities will consider the circumstances of his/her
termination and may, in his/her or their sole discretion, adjust
or
eliminate such bonus award as deemed
appropriate.
|
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B.
|
Awards
Fully Discretionary
|
|
It
is expected that individual awards will vary and that overall performance
differences will be reflected in differing awards. There is neither
a
fixed formula nor a guarantee that awards will be made to Participants
under this Plan; nor is there any commitment whatsoever by the Company
that it shall make any payments in a given
year.
|
|
C.
|
Detailed
Plan Administration
|
|
Two
levels of approvals are normally required for performance objectives
and
awards, including a signature of an Executive Officer. Awards require
the
final approval of the Executive Officer to whom the Participant directly
or indirectly reports, subject to review by the Compensation
Committee.
|
4
|
D.
|
Process
for Preparing & Securing Approval of Individual Objectives
(MBOs)
|
|
Participants
and their superiors establish annual objectives for the next fiscal
year
in conjunction with the adoption of the annual budget for that
year.
|
|
The
format for objective setting is distributed to Participants by their
superiors prior to the start of the fiscal year. Each Participant
drafts
his/her objectives; the Participant then discusses them with the
superior
and together they reach a mutual agreement on objectives. The objectives
receive final approval from the Compensation Committee. Following
its
approval, the finally approved objectives are then returned to each
Participant.
|
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E.
|
Reviewing
Year End Results
|
|
At
the close of the fiscal year, the superior evaluates the Participant's
performance against the annual objectives established for such year.
This
information is discussed with the Participant, who is given an opportunity
to provide additional information or evidence of completion. The
superior
submits his/her evaluation of performance against objectives and
assessment of overall performance to the next level of management
and the
Compensation Committee.
|
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F.
|
Recommended
Bonus Awards
|
|
Based
on the year end results reported in E. above, bonus award recommendations
are made to the Compensation Committee by the Executive Officer to
whom
the eligible Participant reports. In the absence of the appropriate
officer to recommend a bonus award, the Compensation Committee can
act.
|
|
G.
|
Reserved
Authority of the Compensation
Committee
|
|
The
Compensation Committee shall have final authority to approve or change
any
recommended individual bonuses. It may, at its sole discretion, reduce,
eliminate or increase such recommended bonuses, regardless of anything
contained in this Plan.
|
5
|
H.
|
New
Hires/Promotion
|
|
An
individual who is hired/promoted into a position that is eligible
to
participate in the Plan may be granted a bonus award in the year
of entry
in such an amount as may be deemed appropriate by the Compensation
Committee.
|
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I.
|
Transfers
|
|
A
Participant who transfers from one operation to another during the
Plan
year will have his/her performance goals modified to reflect the
time
spent working in each operation.
|
|
J.
|
No
Guarantee
|
|
Participation
in the Plan provides no guarantee that a bonus under the Plan will
be
awarded or paid.
|
|
K.
|
Withholding
of Taxes
|
|
The
Company shall have the right to withhold the amount of taxes which,
in the
sole determination of the Company, are required to be withheld under
law
with respect to any amount due or paid under the
Plan.
|
|
L.
|
No
Prior Right or Offer
|
|
Except
and until expressly granted pursuant to the Plan, nothing in the
Plan
shall be deemed to give any employee any contractual or other right
to
participate in the benefits of the Plan. No award to any such Participant
in any Plan Period shall be deemed to create a right to receive any
award
or to participate in the benefits of the Plan in any subsequent fiscal
year.
|
|
M.
|
No
Continued Employment
|
|
Neither
the establishment of the Plan or the grant of an award thereunder
shall be
deemed to constitute an express or implied contract of employment
on any
Participant for any period of time or in any way abridge the rights
of the
Company to determine the terms and conditions of employment or to
terminate the employment of any employee with or without cause at
any
time.
|
6
|
N.
|
Not
Part of Other Benefits
|
|
The
benefits provided in this Plan shall not be deemed a part of any
other
benefit provided by the Company to its employees. The Company assumes
and
shall have no obligation to Participants except as expressly provided
in
the Plan.
|
V.
METHOD
OF PAYMENT OF DISCRETIONARY BONUS AWARDS
|
A.
|
Bonus
Not Counted As Compensation
|
|
Bonus
payments shall be excluded from the computation of other parts of
the
Participant's personal benefit and compensation packages, such as,
for
example, that Participant's retirement contributions and life insurance,
except to the extent otherwise required by
law.
|
|
B.
|
Normal
Payout
|
|
Unless
a Participant has elected to defer payment under C. below, all bonus
payouts shall be paid in cash no later than January 31 following
the
fiscal year close.
|
|
C.
|
Deferral
of Bonus Payments
|
1. Election
to Defer — Participants who are members of a select group of management and
highly compensated employees, as determined by the Chief Executive Officer,
may
elect to defer all or part of any bonus , provided the amount deferred is a
minimum of $15,000.00 (fifteen thousand dollars). Bonuses for services performed
during a taxable year (within the meaning of Code section 409A) may be deferred
at the Participant's election only if the election to defer such bonus is made
in writing not later than the close of the preceding taxable year, or for a
newly eligible Participant, within the first thirty (30) days of his or her
Plan
participation. Such election shall be irrevocable. Amounts deferred will be
credited to a "Deferred Bonus Account," which will be a bookkeeping account
established in the Participant's name. The Company makes no representation
about
the tax consequences to Participants as a result of making a deferral election
hereunder. Each Participant is advised to seek their own personal tax
advice.
7
2. Interest
Rate — Deferred bonus awards shall increase in value during the years prior to
distribution at a rate to be established at the discretion of the Compensation
Committee. Such increase in value shall be credited to the Participant's
Deferred Bonus Account as of the end of each quarter and shall thereafter become
part of that Participant's Deferred Bonus Account.
3. Distribution
from Deferred Bonus Accounts — Bonuses deferred under this section shall be
distributed in a lump sum cash payment within 30 days of the earliest of the
Participant's separation from service (as defined under Code section 409A)
with
the Company, Disability, death or a Change in Control of the Company.
Notwithstanding the forgoing, a distribution with respect to any Specified
Employee may not be made before the date which is 6 months after the date of
the
Specified Employee's separation from service with the Company (or, if earlier,
the date of death of the Specified Employee).
a)
"Specified
Employee" means a key employee of the Company as defined in Code section
416(i) without regard to paragraph (5) thereof.
b)
"Disability"
shall mean Participant (i) is unable to engage in any substantial gainful
activity
by reason of any medically determinable physical or mental impairment that
can
be
expected to result in death or can be expected to last for a continuous period
of not
less
than 12 months; or (ii) is, by reason of any medically determinable physical
or
mental
impairment that can be expected to result in death or can be expected to last
for
a
continuous period of not less than 12 months, receiving income replacement
benefits
for a period of not less than 3 months under an accident and health plan
covering
employees of the Company.
c) A
"Change
in Control" shall mean a change in the ownership or effective control of
the
Company or a change in the ownership of a substantial portion of the assets
of
the Company,
each within the meaning as provided under Code section 409A. The Company
may not accelerate the time or schedule of any payment deferred under this
Plan.
8
4. Assignment
— Bonuses awarded to a Participant may not be assigned, transferred, or pledged
by the Participant either voluntarily or involuntarily. The Participant may,
however, submit a written designation of beneficiary of the Deferred Bonus
Account to the Director — Human Resources of the Company at any time. In the
absence of a properly designated beneficiary, payment shall be made to the
Participant's estate.
5. Compliance
with Code section 409A — This Section V.C. is intended to satisfy the
requirements for the deferral of compensation under Code section 409A and any
Treasury Regulations or other IRS guidance promulgated thereunder (the "409A
Requirements"). All terms used in this Section V.C. shall be interpreted to
the
maximum extent possible to satisfy the 409A Requirements. Notwithstanding
anything herein to the contrary, this Section V.C. shall be amended to add
or
remove any provision that is necessary to comply with the 409A Requirements.
VI. AWARDS
TO 162(m) Group Participants.
Notwithstanding
anything herein to the contrary, the Chief Executive Officer and any other
Participant that the Compensation Committee determines is a potential Covered
Employee (a "162(m) Group Participant") shall only be granted awards under
this
Plan in accordance with this Section VI. This section of the Plan shall be
effective for awards granted in fiscal years ending on or after July 1,
2005.
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A.
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Definitions.
The following terms used in this Section VI. shall have the
following
meaning:
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1.
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"Award
Formula" means one or more objective formulas or standards, as defined
in
Code section 162(m), established by the Compensation Committee for
purposes of determining the amount of an award with respect to a
Performance Goal. An Award Formula based upon a percentage of an
162(m)
Group Participant's base pay shall use the 162(m) Group Participant's
base
pay as of the date the Performance Goal is established. Award Formulas
may
vary from Performance Period to Performance Period and from 162(m)
Group
Participant to 162(m) Group Participant and may be established on
a
stand-alone basis, in tandem or in the
alternative.
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2. "Covered
Employee" shall have the meaning provided in Code section 162(m).
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3. "Establishment
Period" means, with respect to a Performance Period applicable to any
Performance Grant under the Plan, the period commencing on or before the first
day of such Performance Period and ending on the earlier to occur of (i) 90
days after the commencement of the Performance Period and (ii) the date
upon which twenty-five percent (25%) of the Performance Period shall have
elapsed.
4. "Performance
Goal" means the target, goal or level of performance established by the
Compensation Committee with respect to a Performance Measure for a Performance
Period. The outcome of a Performance Goal shall be substantially uncertain
when
established by the Compensation Committee. Performance Goals shall be adjusted
automatically, without discretion by the Compensation Committee, in the event
of
a stock dividend or stock split. Performance Goals may vary from Performance
Period to Performance Period and from 162(m) Group Participant to 162(m) Group
Participant and may be established on a stand-alone basis, in tandem or in
the
alternative.
5. "Performance
Grant" means the grant to an 162(m) Group Participant of an opportunity to
participate in a particular Performance Goal with respect to a particular
Performance Period.
6. "Performance
Measure" means one or more of the following selected by the Compensation
Committee to measure Company performance for a Performance Period: basic
or
diluted earnings per share, total shareholder return, operating income, cash
flow, gross profit, gross profit return on investment, earnings before interest,
taxes and depreciation, net income, net income before taxes, return on equity,
return on average total capital employed, return on net assets, return on net
assets employed before interest and taxes, Return
and Growth Matrix, Cross-business
partnerships (networking), new product innovation, and people
development/organization capacity. Where applicable, Performance Measures are
determined in accordance with generally accepted accounting principles as
consistently applied by the Company. Performance Measures may vary from
Performance Period to Performance Period and from 162(m) Group Participant
to
162(m) Group Participant and may be established on a stand-alone basis, in
tandem or in the alternative.
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7. "Performance
Period" means one or more periods of time, as the Compensation Committee may
designate, over which the attainment of one or more Performance Goals will
be
measured for the purpose of determining a Participant's right to payment of
an
award.
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B.
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Award
Schedules.
For each Performance Period with respect to which an award may be
earned
by an 162(m) Group Participant under the Plan, prior to the expiration
of
the Establishment Period, the Compensation Committee shall establish
the
Performance Grants in writing for such Performance Period by preparing
an
Award Schedule for each 162(m) Group Participant that is to receive
a
grant under this Section VI. The Award Schedule shall set forth the
applicable Performance Period, Performance Measure(s), Performance
Goal(s), Award Formula(s), and such other information as the Compensation
Committee may determine. Once established for a Performance Period,
such
items shall not be amended or otherwise modified. Award Schedules
may vary
from Performance Period to Performance Period and from 162(m) Group
Participant to 162(m) Group
Participant.
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C.
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Certification
of Awards.
A
162(m) Group Participant shall be eligible to receive payment of
an award
only when the Performance Goal(s) are achieved and the Compensation
Committee determines, pursuant to the Award Formula, that all or
some
portion of such 162(m) Group Participant's award has been earned
for the
Performance Period. As soon as administratively feasible after the
close
of each Performance Period, the Compensation Committee shall meet
to
review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, to
calculate and certify in writing the amount of the award earned by
each
162(m) Group Participant for such Performance Period based upon such
162(m) Group Participant's Award Formula. The Compensation Committee
shall
then determine the actual amount of the award to be paid to each
162(m)
Group Participant and, in so doing, may use discretion to decrease,
but
not increase, the amount of the award otherwise payable to the 162(m)
Group Participant based upon such performance. The maximum award
payable
to any 162(m) Group Participant with respect to each fiscal year
of the
Company (or portion thereof) contained within a Performance Period
shall
be $850,000.
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11
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D.
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Payment
of Awards.
Awards shall be paid in a lump sum cash payment as soon as
administratively feasible after the amount thereof has been determined
and
certified in accordance with Section
VI.C.
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E.
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Code
Section 162(m).
It is the intent of the Company that awards made under this
Section VI. satisfy the applicable requirements of "performance-based
compensation" under Internal Revenue Code ("Code") Section 162(m)
so that
the Company's tax deduction for remuneration in respect of this Plan
for
services performed by 162(m) Group Participants who are or may be
covered
employees (as defined in Code section 162(m)) is not disallowed in
whole
or in part by the operation of such Code section. If any provision
of this
Plan or if any award would otherwise frustrate or conflict with such
intent, that provision to the extent possible shall be interpreted
and
deemed amended so as to avoid such conflict, and, to the extent of
any
remaining irreconcilable conflict with such intent, that provision
shall
be deemed void as applicable to such covered employees.
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F.
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Coordination
with Other Provisions of the Plan.
Sections III., IV.A. through IV.I., V.B., and VII. shall be
inapplicable to awards granted under this Section VI. All other provisions
of the Plan shall apply to awards granted under this Section VI.
except that this Section VI. may not be modified or amended
under
Section XI. without the consent of the Compensation
Committee.
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G.
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Effective Date of this Section VI. The Company shall not make any payments pursuant to awards granted under this Section VI. until the Plan is approved by the Company's shareholders in a manner that satisfies the requirements of Code section 162(m). Any Performance Grant issued prior to receiving shareholder approval is contingent upon approval of the Plan by the Company's shareholders. If the Plan is not approved by the shareholders by the 31st day of October, 2005, this Section VI. of the Plan becomes ineffective, null and void as of the date of it was adopted by the Company, and all Performance Grants under this Section VI. shall immediately terminate. |
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VII. CLAIMS
PROCEDURES
If
for
any reason a claim for benefits under this Plan is denied by the Compensation
Committee, the Compensation Committee shall deliver to the claimant a written
explanation setting forth the specific reasons for the denial, pertinent
references to the section of the Plan on which the denial is based, such other
data as may be pertinent, and information on the procedures to be followed
by
the claimant in obtaining a review of this claim, all written in a manner
calculated to be understood by the claimant. For this purpose, the claimant's
claim shall be deemed filed when presented in writing to the Compensation
Committee, and the Compensation Committee's explanation shall be in writing
delivered to the claimant within 90 days of the date the claim is filed. The
claimant shall have 60 days following his receipt of the denial of the claim
to
file with the Compensation Committee a written request for review of the denial.
For such review, the claimant or his representative may submit pertinent
documents and written issues and comments. The Compensation Committee shall
decide the issue on review and furnish the claimant with a copy of such decision
within 60 days of receipt of the claimant's request for review of his claim.
The
decision on review shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by the claimant,
as well as specific references to the pertinent provisions of the Plan on which
the decision is based. If a copy of the decision is not so furnished to the
claimant within such 60 days, the claim shall be deemed denied on
review.
VIII. GOVERNING
LAW
Except
to
the extent preempted by the Employee Retirement Income Security Act of 1974
(ERISA), this Plan shall be governed by and construed in accordance with the
laws of the State of Wisconsin, without reference to conflict of law principles
thereof.
IX. NO
TRUST CREATED
Nothing
contained in this Plan and no action taken pursuant to its terms shall create
or
be construed to create a trust of any kind, or a fiduciary relationship between
the Company or the Compensation Committee and any Participant, his designated
beneficiary(ies), or any other person. Participant and the beneficiaries thereof
have the status of general unsecured creditors of the Company. The Plan
constitutes a mere promise by the Company to make benefit payments in the
future. To the extent that any person acquires a right a receive payments from
the Company under this Plan, such right shall be no greater than the right
of
any unsecured general creditor of the Company. It is the intention of the
parties that the arrangements hereunder be unfunded for tax purposes and for
purposes of Title I of ERISA.
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X.
OFFSET
PERMITTED
Notwithstanding
any provision of the Plan to the contrary, the Company shall have the right
to
reduce and offset any payment to which Participant or beneficiary is entitled
hereunder by the amount of any debt or other amount owed to the Company by
Participant at the time of such payment
XI.
TERMINATION
AND AMENDMENT
This
Plan
may be amended, modified, terminated or otherwise altered at any time and from
time to time by the Compensation Committee, or the Board of Directors without
written consent of any Participant or beneficiary.
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