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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statementstatement. [ ] Confidential, for Useuse of the
Commission Onlyonly (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statementstatement.
[ ] Definitive additional materialsmaterials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-1214a-12.
Johnson Worldwide Associates, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other thanOther Than the Registrant)
Payment of filing fee (Check(check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set(set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
-----------------------------------------------------------------------Previously Paid:
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(2) Form, scheduleSchedule or registration statement no.Registration Statement No.:
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(3) Filing party:
-----------------------------------------------------------------------Party:
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(4) Date filed:
-----------------------------------------------------------------------Filed:
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[JWA LOGO]Logo]
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1999FEBRUARY 17, 2000
To the Shareholders of
JOHNSON WORLDWIDE ASSOCIATES, INC.
The Annual Meeting of Shareholders of Johnson Worldwide Associates, Inc.
will be held on Tuesday, January 26, 1999Thursday, February 17, 2000 at 9:4510:00 a.m., local time, at the
Company's Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, for
the following purposes:
1. To elect 6 directors to serve for the ensuing year.
2. To consider and act upon a proposed amendmentsamendment to the Company's
Articles of Incorporation to change the name of the Company from
Johnson Worldwide Associates, Inc. 1994to Johnson Outdoors Inc.
3. To consider and act upon a proposal to approve the Johnson Outdoors
Inc. 2000 Long-Term Stock Incentive Plan to increase the
number of shares of Class A common stock authorized for issuance from
650,000 to 900,000 and change the period for the individual limit on
share awards.
3.Plan.
4. To consider and act upon a proposed amendment to the Johnson
Worldwide Associates, Inc. 1994 Non-Employee Director1987 Employees' Stock OwnershipPurchase Plan to
increase the number of shares of Class A common stock
authorized for issuance from 50,000 to 100,000.
4.exclude participation by certain highly compensated employees.
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on Wednesday,Monday, December 16,
199813,
1999 will be entitled to notice of and to vote at the meeting and any
adjournment or postponement thereof. Holders of Class A common stock, voting as
a separate class, are entitled to elect two directors and holders of Class B
common stock, voting as a separate class, are entitled to elect the remaining
directors.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD FOR CLASS A COMMON STOCK AND/OR
THE PROXY CARD FOR CLASS B COMMON STOCK IN THE RETURN ENVELOPE PROVIDED IN ORDER
TO BE SURE THAT YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ CARL G. SCHMIDT
CARL G. SCHMIDT
Senior Vice President and Chief
Financial Officer,
Secretary and Treasurer
Sturtevant, Wisconsin
December 17, 1998January 21, 2000
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JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1999FEBRUARY 17, 2000
This Proxy Statement, which is first being mailed to shareholders on or
about DecemberJanuary 21, 1998,2000, is furnished in connection with the solicitation of
proxies by the Board of Directors of Johnson Worldwide Associates, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company to be
held on Tuesday, January 26, 1999Thursday, February 17, 2000 at 9:4510:00 a.m., local time, at the Company's
Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, and at any
adjournment or postponement thereof ("Annual Meeting").
Shareholders who execute proxies may revoke them at any time before they
are voted by written notice addressed to the Secretary at the Company's address
shown above, or by giving notice in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at the
Annual Meeting. Where a shareholder specifies a choice by means of a ballot
provided in the proxy, the shares will be voted in accordance with such
specification.
The record date for shareholders entitled to notice of and to vote at the
Annual Meeting is December 16, 1998.13, 1999. On the record date, the Company had
outstanding and entitled to vote 6,870,0456,905,429 shares of Class A common stock and
1,223,8611,222,729 shares of Class B common stock. Holders of Class A common stock are
entitled to one vote per share for directors designated to be elected by holders
of Class A common stock and for other matters. Holders of Class B common stock
are entitled to one vote per share for directors designated to be elected by
holders of Class B common stock and ten votes per share for other matters.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting to serve until the
next annual meeting of shareholders or until their respective successors have
been duly elected. The Company's Articles of Incorporation provide that holders
of Class A common stock have the right to elect 25% of the authorized number of
directors and the holders of Class B common stock are entitled to elect the
remaining directors. At the Annual Meeting, holders of Class A common stock will
elect two directors and holders of Class B common stock will elect four
directors. Thomas F. Pyle, Jr. and Glenn N. Rupp and Terry E. London (the "Class A Directors") are the
nominees designated to be voted on by the holders of Class A common stock, and
Samuel C. Johnson, Helen P. Johnson-Leipold, R. C. WhitakerThomas F. Pyle, Jr. and Gregory E.
Lawton (the "Class B Directors") are the nominees designated to be voted on by
the holders of Class B common stock.
Proxies received from holders of Class A common stock will, unless
otherwise directed, be voted for the election of the nominees designated to be
voted on by the holders of Class A common stock and proxies received from
holders of Class B common stock will, unless otherwise directed, be voted for
the election of the nominees designated to be voted on by the holders of Class B
common stock. Proxies of holders of Class A common stock cannot be voted for
more than two persons and proxies of holders of Class B common stock
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cannot be voted for more than four persons. Class A Directors are elected by a
plurality of the votes cast by the holders of Class A common stock and Class B
Directors are elected by a plurality of the votes cast by the holders of Class B
common stock, in each case at a meeting at which a quorum is present.
"Plurality" means that the individuals who receive the largest number of votes
cast by holders of the class of common stock entitled to vote in the election of
such directors are elected as directors up to the maximum number of directors to
be chosen at the meeting by such class. Consequently, any shares not voted on
this matter (whether by abstention, broker non-vote or otherwise) will have no
effect on the election of directors, except to the extent the failure to vote
for an individual results in that individual not receiving a sufficient number
of votes to be elected.
Listed below are the nominees of the Board of Directors for election at the
Annual Meeting. Each of the nominees is presently a director of the Company. If
any of the nominees should be unable or unwilling to serve, the proxies,
pursuant to the authority granted to them by the Board of Directors, will have
discretionary authority to select and vote for substituted nominees. The Board
of Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve.
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING LAST FIVE YEARS SINCE
---- --- ---------------------- --------
Samuel C. Johnson...................... 7071 Chairman of the Board of the Company 1970
sincefrom January 1994. Chairman of the
Executive Committee of the Board of
Directors of the Company from October
19921994 to January 1994.March 1999.
Chairman and until 1988, Chief
Executive Officer of S.C. Johnson &
Son, Inc. (manufacturer of household
maintenance and industrial products)
("SCJ"). Director of Mobil
Corporation, H.J. Heinz Company and
Deere & Company. Mr. Johnson is the
father of Helen P. Johnson-Leipold.
Thomas F. Pyle, Jr..................... 5758 Vice Chairman of the Board of the 1987
Company since October 1997. Chairman
of The Pyle Group since September 1996
(financial services and investments).
Chairman, President and Chief
Executive Officer of Rayovac
Corporation (manufacturer of batteries
and lighting products) from 1982 until
September 1996. Director of Kewaunee
Scientific Corporation Riverside
Paper Corporation and Sub Zero
Corporation.
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BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING LAST FIVE YEARS SINCE
---- --- ---------------------- --------
Helen P. Johnson-Leipold............... 4142 Chairman and Chief Executive Officer 1994
of the Company since March 1999. Vice
President, Worldwide Consumer
1994
Products -- Marketing of S. C. Johnson
& Son, Inc. sinceSCJ from
September 1998.1998 to March 1999. Vice
President, Personal and Home Care
Products of S. C. Johnson & Son, Inc.SCJ from October 1997 to
September 1998. Executive Vice
President -- North American Businesses
of the Company from October 1995 until
July 1997. Vice President -- Consumer
Marketing Services Worldwide of S. C. Johnson &
Son, Inc.SCJ
from 1992 to September 1995. Ms.
Johnson-Leipold is the daughter of
Samuel C. Johnson.
R.C. Whitaker.......................... 51Johnson
Gregory E. Lawton...................... 48 President of Johnson Wax Professional 1997
(manufacturer of industrial
maintenance products) since January
1999. President and Chief Executive
Officer 1996
of the Company since October 1996;
President and Chief Executive Officer
of EWI, Inc. (a supplier to the
automotive industry) from December
1995 to October 1996(1). Chairman,
President and Chief Executive Officer
of Colt's Manufacturing Company, Inc.
(manufacturer of firearms) from 1992
to September 1995. Director of Weirton
Steel Corporation.
Gregory E. Lawton...................... 47 President and Chief Executive Officer 1997 of NuTone, Inc. (manufacturer
of ventilation fans, intercom systems
and other home products) sincefrom July
1994.
Vice President and General Manager of
Procter & Gamble from 19891994 to 1994.January 1999. Director of
General Cable Corporation.BICCGeneral and Superior Metal
Products, Inc.
Glenn N. Rupp.......................... 5455 Chairman and Chief Executive Officer 1997
of Converse Inc. (manufacturer and
marketer of athletic and leisure
footwear) since April 1996. Acting
Chairman of McKenzie Sports Products
Inc. from August 1994 to April 1996.
Director of Consolidated Papers, Inc.
Terry E. London........................ 50 President and Chief Executive Officer of Simmons Upholstered Furniture Inc.
from August 1991 until May 1994(2).1999
and a Director of Consolidated Papers, Inc.Gaylord
Entertainment Company (hospitality and
attractions, creative content and
interactive media) ("Gaylord") since
May 1997. Executive Vice President and
Chief Operating Officer of Gaylord
from March 1997 to May 1997. Senior
Vice President and Chief Financial and
Administrative Officer of Gaylord from
September 1993 to March 1997.
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(1) EWI, Inc. filed a voluntary petition for reorganization under Chapter 11 of
the Bankruptcy Code in April 1996. The matter is awaiting final creditor
approval.
(2) Simmons Upholstered Furniture Inc. filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in July 1994.
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COMMITTEES
The Board of Directors has standing Executive, Audit, Compensation and
Stock Committees and does not have a nominating committee.
The Executive Committee assists the Board of Directors in developing and
evaluating general corporate policies and objectives and, subject to certain
limitations, has the power to exercise fully the powers of the
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Board of Directors. Present members of the Executive Committee are Messrs.
Johnson (Chairman), and Pyle and Whitaker.Ms. Johnson-Leipold.
The Audit Committee presently consists of Messrs. Rupp (Chairman) and Lawton and Ms. Johnson-Leipold.Pyle.
The Audit Committee annually recommends to the Board of Directors independent
public accountants to act as auditors for the Company, reviews with the auditors
in advance the scope of the annual audit, reviews with the auditors and
management, from time to time, the Company's accounting principles, policies and
practices and reviews with the auditors annually the results of their audit.
The Compensation Committee presently consists of Messrs. Pyle (Chairman),
Lawton and Rupp. The Compensation Committee determines the salariesall compensation and
other
nonequity-basedbenefits, except for equity-based compensation, of the executive officers and
key employees of the Company.
The Stock Committee presently consists of Messrs. LawtonPyle (Chairman) and Rupp.
The Stock Committee determines all equity-based compensation for executive
officers and key employees of the Company. The Stock Committee administers the
Johnson Worldwide Associates, Inc. Amended and Restated 1986 Stock Option Plan,
the Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan and
the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan.
Committee assignments will be reviewed at the meeting of the Board of
Directors to be held January 26, 2000.
MEETINGS AND ATTENDANCE
During the year ended October 2, 1998,1, 1999, there were fourfive meetings of the
Board of Directors, two meetings of the Audit Committee, threefive meetings of the
Compensation Committee, and no meetings of the Stock Committee (all actions were
taken by unanimous written consent). and no meetings of the Executive Committee.
All directors attended at least 75% of the meetings of the Board of Directors
and at least 75% of the meetings of the committees on which they serve.
COMPENSATION OF DIRECTORS
Retainer and Fees. Each director who is not an employee of the Company
("non-employee director") is entitled to receive an annual retainer of $15,000
and $1,000 for each meeting of the Board of Directors and each committee meeting
attended. The Vice Chairman of the Board receives an additional annual retainer
of $35,000. Non-employee directors are also entitled to receive an annual
retainer for serving on committees of the Board of Directors as follows:follows; the
Chairman of each committee receives $3,500 and the other members each receive
$1,000.
Stock-Based Plans. The Company maintains the Johnson Worldwide Associates,
Inc. 1994 Non-Employee Director Stock Ownership Plan (the "1994 Director Plan"),
which was approved by shareholders on January 27, 1994. Shareholders will vote
on a proposed amendment to increase the number of shares authorized for issuance
under the 1994 Director Plan at the Annual Meeting. The 1994 Director Plan
currently provides for up to 50,000100,000 shares of Class A common stock to be issued to
non-employee directors in the following forms:
Stock Options. Upon first being elected or appointed as a director of
the Company during the existence of the 1994 Director Plan, a non-employee
director automatically receives an option to
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A common stock. The exercise price for such options is the fair market
value of a share of Class A common stock on the date of grant. Options have
a term of ten years and become fully exercisable one year after the date of
grant.
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Restricted Stock Awards. In addition, each non-employee director of
the Company automatically receives 500 shares of Class A common stock on
the first business day after the Company's annual meeting of shareholders
in each year during the existence of the 1994 Director Plan. Shares of
Class A common stock granted to non-employee directors willcan not be eligible
to be sold or
otherwise transferred while the non-employee director remains a director of
the Company and thereafter the restrictions will lapse. However, a
non-employee director may transfer the shares to any trust or other estate
in which the director has a substantial interest or a trust of which the
director serves as trustee or to his or her spouse and certain other
related persons, provided the shares will continue to be subject to the
transfer restrictions described above.
On January 29, 1998,27, 1999, 500 shares of restricted stock were awarded to each of
the non-employee directors of the Company at that time (Messrs. Johnson, Pyle,
Lawton and Rupp and Ms. Johnson-Leipold). On December 13, 1999, options to
purchase 5,000 shares of Class A common stock were awarded to Mr. London, in
conjunction with his appointment to the Board of Directors.
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STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth certain information at November 1, 19981999
regarding the beneficial ownership of each class of the Company's common stock
by each director, each person known by the Company to own beneficially more than
5% of either class of the Company's common stock, each executive officer named
in the Summary Compensation Table set forth below, and all directors and
executive officers as a group based upon information furnished by such persons.
Except as indicated in the footnotes, the persons listed have sole voting and
investment power over the shares beneficially owned.
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(1)
---------------------------------- ----------------------------------------------------------------- -------------------------------
PERCENTAGE OF PERCENTAGE OF
NUMBER OF CLASS NUMBER OF CLASS
NAME AND ADDRESS SHARES OUTSTANDING SHARES OUTSTANDING
---------------- --------- ------------- --------- -------------
Samuel C. Johnson................. 2,430,476(2)Johnson....................... 2,595,762(2)(3) 35.3%37.6% 1,062,330(2)(4) 86.8%86.9%
4041 North Main Street
Racine, Wisconsin 53402
Imogene P. Johnson................ 33,718(4)Johnson...................... 33,493(4) * 1,037,330(4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
JWA Consolidated, Inc. ............................ 114,464(5) 1.7 1,037,330(4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
Johnson Trust Co. ................ 351,296(6) 5.1...................... 366,796(6) 5.3 142,616(6) 11.7
4041 North Main Street
Racine, Wisconsin 53402
Helen P. Johnson-Leipold.......... 265,988(5)Johnson-Leipold................ 281,897(5)(7)(8) 3.94.1 1,056,722(4)(6)(8) 86.386.4
4041 North Main Street
Racine, Wisconsin 53402
Royce & Associates, Inc. ......... 697,270(9) 10.1 -- --............... 640,320(9) 9.3(9) - -
1414 Avenue of the Americas
New York, New YorkNY 10019
Dimensional Fund Advisors Inc. ... 546,800(10) 7.9 -- --......... 549,500(10) 8.0(10) - -
1299 Ocean Avenue
Santa Monica, CaliforniaCA 90401
R. C. Whitaker.................... 78,316(11) 1.1 -- --
Carl G. Schmidt................... 64,650(12)Schmidt......................... 83,758(11) 1.2 - -
Mamdouh Ashour.......................... 52,600(12) * -- --
Mamdouh Ashour.................... 41,066(13) * -- --- -
Thomas F. Pyle, Jr. .............. 22,238(14).................... 22,374(13) * -- --- -
Gregory E. Lawton................. 5,500(7)Lawton....................... 6,000(14) * -- --- -
Glenn N. Rupp..................... 5,500(7)Rupp........................... 6,000(14) * - -
Patrick J. O'Brien...................... 3,344(15) * - -
R.C. Whitaker........................... 2,500 * - -
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CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(1)
------------------------------- -------------------------------
PERCENTAGE OF PERCENTAGE OF
NUMBER OF CLASS NUMBER OF CLASS
NAME AND ADDRESS SHARES OUTSTANDING SHARES OUTSTANDING
---------------- --------- ------------- --------- -------------
Terry E. London......................... -- -- -- --
All directors and executive officers as
a group (8 persons)........................ 2,913,734(2)(4)(17)............... 3,051,735(4)(5) 41.2(6) 43.2 1,081,722(2)(4) 88.4
(6)88.5
(8)(15)(16)(17) (6)(8)
- ---------------
* The amount shown is less than 1% of the outstanding shares of such class.
(1) Shares of Class B common stock ("Class B Shares") are convertible on a
share-for-share basis into shares of Class A common stock ("Class A
Shares") at any time at the discretion of the holder.holder thereof. As a
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a holder of Class B Shares is deemed to beneficially own an equal number of
Class A Shares. However, in order to avoid overstatement of the aggregate
beneficial ownership of Class A Shares and Class B Shares, the Class A
Shares reported in the table do not include Class A Shares which may be
acquired upon the conversion of Class B Shares.
(2) Shares reported by Mr. Johnson include 98,000 Class A Shares and 1,037,330
Class B Shares over which Mr. Johnson may be deemed to share voting power
and investment power. The 98,000 Class A Shares are held of record by a
corporation controlled by Mr. Johnson through various trusts. The 1,037,330
Class B Shares are held of record by the Johnson Worldwide Associates, Inc.
Class B Common Stock Voting Trust ("Voting Trust") of which certain trusts
of which Mr. Johnson serves as sole trustee are Voting Trust unit holders.
Mr. Johnson owns 2,074,1272,221,627 Class A Shares and 47,046 Class B Shares as sole
trustee of a trust for his benefit and reports beneficial ownership of the
remaining Class A Shares and Class B Shares indirectly as the sole trustee
of a trust for the benefit of Mr. Johnson, members of his family or related
entities (the "Johnson Family"), as the sole trustee of a shareholder of
certain corporations, or pursuant to options to acquire Class A Shares. Not
included in the number of Class A Shares or Class B Shares beneficially
owned by Mr. Johnson are Class A Shares or Class B Shares held by Mr.
Johnson's wife, Imogene P. Johnson, by family partnerships of which Mr.
Johnson is not a general partner, or does not directly or indirectly
control a general partner, by corporations in which all of the common stock
is beneficially owned by Mr. Johnson's adult children or by Johnson Trust
Company, Inc. ("JT"), except as otherwise noted.
(3) Includes options to acquire 7,0576,693 Class A Shares, which options are
exercisable within 60 days.
(4) Shares reported by Mrs. Johnson include 1,037,330 Class B Shares directly
held by the Voting Trust and over which Mrs. Johnson has shared voting
power and shared investment power as sole trustee of the Voting Trust, and
all of which are also reported as beneficially owned by Mr. Johnson, Ms.
Johnson-Leipold and JWA Consolidated, Inc. as Voting Trust unit holders.
Mrs. Johnson reports the remaining shares as personally owned.
(5) The 114,464 Class A Shares are also reported as beneficially owned by Ms.
Johnson-Leipold as sole trustee of the Samuel C. Johnson Family Trust,
which controls JWA Consolidated, Inc.
(6) Includes 301,780317,280 Class A Shares and 75,992 Class B Shares over which JT has
shared voting power and shared investment power, of which 19,392 Class B
Shares are also reported as beneficially owned by Ms. Johnson-Leipold. JT
reports beneficial ownership of the Class A Shares and Class B Shares
reflected in the table as sole trustee of various trusts principally for
the benefit of members of the Johnson Family. Mr. Johnson is directly or
indirectly the controlling shareholder of JT.
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(7) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days.days and 409 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.
(8) Includes 111,024127,024 Class A Shares and 19,392 Class B Shares over which Ms.
Johnson-Leipold has shared voting power and shared investment power, all of
which are reported as beneficially owned by JT. Ms. Johnson-Leipold
beneficially owns such Class A Shares and Class B Shares indirectly as the
settlor and beneficiary of a trust and through such trust as a general
partner of certain limited partnerships controlled by the Johnson Family
and as a controlling shareholder, with trusts for the benefit of Mr.
Johnson and his adult children, of certain corporations.
(9) The information is based on a report on Schedule 13G, dated February 3,
1998,8,
1999, filed by Royce & Associates, Inc. ("Royce") and Charles M. Royce with
the Securities and Exchange Commission. Mr. Royce may be deemed to be a
controlling person of Royce and as such may be deemed to 7
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beneficially own
the shares held by Royce. Royce reported sole voting and sole dispositive
power with respect to all of the reported shares.
(10) The information is based on a report on Schedule 13G, dated February 6,
1998,12,
1999, filed by Dimensional Fund Advisors Inc., a registered investment
advisor ("Dimensional") with the Securities and Exchange Commission.
Dimensional reported sole voting power with respect to 352,500 of the
shares and sole dispositive power with respect to
all of the reported shares. Dimensional disclaims beneficial ownership of
all of the reported shares, which are owned by advisory clients of
Dimensional.
(11) Includes options to acquire 58,33375,333 Class A Shares, which options are
exercisable within 60 days.days, and 725 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.
(12) Includes options to acquire 58,66646,500 Class A Shares, which options are
exercisable within 60 days.
(13) Includes options to acquire 37,96616,693 Class A Shares, which options are
exercisable within 60 days.
(14) Includes options to acquire 17,0575,000 Class A Shares, which options are
exercisable within 60 days.
(15) Includes 344 shares held by the Company's 401(k) Retirement and Savings
Plan, over which the reporting person has sole voting power.
(16) Includes options to acquire 194,079160,219 Class A Shares for all officers and
directors as a group, which options are exercisable within 60 days.
(17) Excludes shares held by Mr. Whitaker who resigned as President and Chief
Executive Officer in March 1999.
At November 1, 1998,1999, the Johnson Family beneficially owned 3,133,5363,376,869 Class
A Shares, or approximately 45.6%48.8% of the outstanding Class A Shares, and
1,168,366 Class B Shares, or approximately 95.5%95.6% of the outstanding Class B
Shares.
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EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for all
compensation and benefits provided to the Company's Chief Executive Officer,
other executive officers and key employees, excludingexcept for equity-based
compensation. All equity-based compensation decisions are made by the Stock
Committee of the Board of Directors, which is comprised of two members of the
Compensation Committee. Set forth below are tables andis a report explaining the rationale
underlying fundamental executive compensation decisions affecting the Company's
executive officers, including the executive officers named in the Summary
Compensation Table (the "Named Executive Officers").
OVERALL COMPENSATION PHILOSOPHY
The Company's program is designed to align compensation with Company
performance, business strategy, Company values and management initiatives. The
Company's overall compensation objectives will provide a competitive total
compensation program designed to attract and retain high quality individuals and
maintain a performance oriented culture that fosters increased shareholder
value. The compensation policy is:is as follows:
- Base salaries will be targeted at the competitive average, based on a
review of the appropriate labor markets.
- Incentive plans will be targeted above the competitive average with no
cap on potential and will be widely used so that employees participate
based on relevant Company, team and individual performance.
- All compensation programs will be designed to add shareholder value.
The Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified financial goals and the executive's
success in meeting specific performance goals. As an executive's level of
responsibility increases, a greater portion of total compensation is based on
performance-based incentive compensation and less on salary and employee
benefits, creating the potential for greater variability in the individual's
compensation level from year to year. The mix, level and structure of
performance-based incentive elements reflect market industry practices as well
as the executive's role and relative impact on business results.
The Compensation Committee continually monitors the operation of the
Company's executive compensation program. This monitoring includes a bi-annualbiannual
report from independent compensation consultants assessing the effectiveness of
the Company's compensation program by comparing the Company's executive
compensation to a group of public corporations in the recreation and sporting
goods industry and certain leading manufacturing companies located in Wisconsin
(the "Comparator Group"). The Comparator Group used for compensation analysis
includes, but is not limited to, companies in the peer group established to
compare shareholder returns. The Compensation Committee reviews the selection of
companies used for this analysis and believes that these companies fairly
represent the Company's most direct competitors for executive talent.
The Compensation Committee determines the compensation of the Chief
Executive Officer and sets policies for, reviews and approves the
recommendations of management (subject to such adjustments as may be deemed
appropriate by the Committee) with respect to the compensation awarded to other
executive officers and other key employees (including the other Named Executive
Officers).
9
12
The key elements of the Company's executive compensation program consist of
base salary, annual bonus and long-term stock incentives. Senior executive
compensation packages are increasingly weighted toward programs contingent upon
the Company's performance. As a result, actual compensation levels of senior
executives in any particular year may vary within the range of compensation
levels of the competitive marketplace based on the Company's actual performance
and its prior year's financial results. Although the Compensation Committee
believes strongly in offering compensation opportunities competitive with those
of comparable members in the Company's industry, the most important
considerations in setting annual compensation are Company performance and
individual contributions. A general description of the elements of the Company's
compensation package, including the basis for the compensation awarded to the
Company's Chief Executive Officer for 1998,1999, follows.
BASE SALARY
Base salaries are initially determined by evaluating the responsibilities
of the position, the experience of the individual and the salaries for
comparable positions in the competitive marketplace. Base salary levels for the
Company's executive officers are generally positioned to be competitive with
comparable positions in the Comparator Group. The Compensation Committee
annually reviews each executive officer's base salary. In determining salary
adjustments for executive officers, the Committee considers various factors,
including the individual's performance and contribution, the average percentage
pay level for similar positions and the Company's performance. In the case of
executive officers with responsibility for a particular business unit, such
unit's financial results are also considered. The Compensation Committee, where
appropriate, also considers nonfinancial performance measures such as
improvements in product quality, manufacturing efficiency gains and the
enhancement of relations with Company customers and employees. The Compensation
Committee exercises discretion in setting base salaries within the guidelines
discussed above.
Effective January 1, 1998,1999, Mr. Whitaker's annualized base salary was
increased from $340,000$360,000 to $360,000$375,000 to reflect the Compensation Committee's
assessment of the factors listed above. Mr. Whitaker resigned as President and
Chief Executive Officer in March 1999. Ms. Johnson-Leipold assumed the position
of Chairman and Chief Executive Officer with an annualized base salary of
$375,000 in March 1999.
BONUS PROGRAM
The Compensation Committee recognizes the importance of aligning executive
compensation with the interests of the shareholders and believes that
improvement in economic value provides the best measure of shareholder returns.
Accordingly, effective for 1997, the Board of Directors adopted the Johnson Worldwide Associates
Economic Value Added Bonus Plan ("EVA Plan"). in fiscal 1997. The EVA Plan
provides for bonus awards based solely on improvements in the Economic Value
Added ("EVA") of the Company. EVA(R)(1) is a measure of after tax operating
profit after the deduction of all costs, including the cost of the Company's
capital. The EVA Plan is based on three key concepts: (1) a target bonus, (2)
expected improvement in EVA, and (3) a bonus bank. The EVA bonus eligible to be
earned is equal to the sum of the target bonus plus (or minus) a calculated
amount based on the improvement (or deterioration) from the targeted amount of
EVA.
The Company's executive officers are included in the EVA Plan. Target
bonuses ranging from 40% to 70%100% of an executive's base salary are established
by the Compensation Committee for each executive officer at the beginning of the
year. Target award opportunities are competitive with industry practices. The
EVA Plan includes approximately 100 participants.
- ---------------
(1) EVA is a registered trademark of Stern Stewart & Co.
10
13
The expected improvement in EVA is used to determine the targeted level of
EVA and is determined by an objective review of the past performance of the
Company, taking into account the goal of achievement of a substantial
improvement in EVA over a multiple year period. Such review is conducted by
independent compensation consultants expert in the concepts of EVA. The annual
amount of expected improvement in EVA is fixed. This approach results in the
need to achieve increasingly higher EVA levels each year to maintain the same
level of incentive compensation. To ensure that the EVA Plan provides strong
incentives for management to annually increase shareholder value and does not
reward poor performance by reducing performance standards or penalize superior
performance by raising performance standards, it is the intention of the Compensation Committee that there will beallowed
no recalibration of the expected EVA improvement for a period of at leastthe three fiscal years
beginning with 1997.1997 -- 1999. Due to the significant changes in the Company's business since the
EVA Plan was adopted, such recalibration will be performed for fiscal year 2000.
The bonus eligible to be earned is credited to a bonus bank ("Bank"). The
maximum amount that may be withdrawn from the Bank in any year is equal to the
amount of the target bonus for that year plus one third of the balance of the
Bank in excess of the target bonus. Accordingly, the balance in the Bank is "at
risk." No bonus is paid when the balance in the Bank is negative. Negative Bank
balances are carried forward and are offset against future bonuses earned. There
is no cap on the amount of bonus that can be earned for achievement of superior
levels of EVA improvement, nor is there a floor on the amount of negative bonus
credited to the Bank if EVA declines. Bank balances vest only in the event of
death, retirement or involuntary termination. The concept of a Bank is utilized
to encourage long-term thinking with regard to the operation of the Company.
The Compensation Committee retains the final authority to approve
individual bonuses and may, at its sole discretion, reduce or eliminate bonuses
determined under the EVA Plan formula.
The Company's performanceeconomic value improved in 1998.1999. The Company's EVA
improvement was $4$4.5 million (a 11040 basis point improvement in after-tax return
on EVA capital), versus an expected improvement of $6.3$6.9 million, resulting in a
bonus multiple of 47%65% of base salary (for the period of her employment), or
$167,000$130,200, for the Chief Executive Officer.
This performance is reflected in the Company's 1998 operating profit, which
improved to $20.1 million (excluding nonrecurring charges) from $12.3 million in
the prior year. The Company also improved its utilization of working capital,
which is reflected in the reduction of gross inventories from $88.9 million in
1997 to $82.5 million in 1998.Ms. Johnson-Leipold.
LONG-TERM STOCK INCENTIVES
Long-term stock incentives are designed to encourage and create significant
ownership of Company stock by key executives, thereby promoting a close identity
of interests between the Company's management and its shareholders. Another
objective of long-term stock incentives is to encourage and reward executives
for long-term strategic management and the enhancement of shareholder value. The
Company's equity-based award practices are designed to be competitive with those
offered by other recreation and sporting goods companies and other leading
manufacturing companies in Wisconsin. To this end, the Stock Committee considers
recommendations from the Company's independent compensation consultants in
determining the level of equity-based awards. The Company currently grants two
forms of long-term stock incentives: stock options and, on a more selective
basis, restricted stock.
Stock Options. Under the Company's 19861994 Long-Term Stock OptionIncentive Plan and
the 1994
Long-Term1986 Stock IncentiveOption Plan, nonqualified stock options have been the primary
form of long-term incentive compensation. Options typically are granted
annually, with the size of grants varying based on several factors, including
the executive's level of responsibility and past contributions to the Company as
well as the practices of peer 11
14
companies. Consideration is also given to a
person's potential for future responsibility and promotion. The number of shares
covered by grants generally reflects competitive industry practices. Stock
options are granted
11
14
with an exercise price equal to the market price of the common stock on the date
of grant. Stock options granted in 19981999 vest ratably over a three year period.
Vesting schedules are designed to encourage the creation of shareholder value
over the long-term since the full benefit of the compensation package cannot be
realized unless stock price appreciation occurs over a number of years.
Stock option grants in 19981999 reflect the considerations discussed above. On
December 18, 1997,16, 1998, Mr. Whitaker received options to purchase 25,00015,000 shares at an
exercise price of $16.875$9.6875 per share. In March 1999, Ms. Johnson-Leipold received
options to purchase 85,000 shares at an exercise price of $8.125 per share in
conjunction with her employment by the Company.
Restricted Stock. The Company has a Restricted Stock Plan, which was
adopted in 1986. The 1994 Long-Term Stock Incentive Plan also allows for the
issuance of restricted stock. Under these plans, grants are made on a highly
selective basis to executive officers. From time to time, current executives may
receive grants of restricted stock to recognize corporate successes and
individual contributions. The Stock Committee decides appropriate award amounts
based on the circumstances of the situation (for example, in the case of a new
hire, the level of the position to be filled and the qualifications of the
executive sought to fill that role).
NoIn 1999, 15,000 shares of restricted stock grants were issuedawarded to Ms.
Johnson-Leipold in 1998.conjunction with her employment by the Company.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
It is anticipated that all 19981999 compensation to executives will be fully
deductible under Section 162(m) of the Internal Revenue Code and therefore the
Compensation Committee determined that a policy with respect to qualifying
compensation paid to executive officers for deductibility is not necessary.
COMPENSATION COMMITTEE
Thomas F. Pyle, Jr. (Chairman)
Gregory E. Lawton
Glenn N. Rupp
12
15
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information concerning compensation
paid for the last three fiscal years to the Chief Executive Officer and each of
the Company's executive officers.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-----------------------------------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------------------------------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS(4) COMPENSATION(5) AWARDS(6)BONUS(7) COMPENSATION(8) AWARDS(9) OPTIONS COMPENSATION(7)COMPENSATION(11)
- ------------------------------ ---- ------ -------- --------------- ---------- ---------- -------------------------------
Helen P. Johnson-Leipold.... 1999 $199,000(6) $130,200 $ - $132,400(6) 85,000 $ 25,800
Chairman and Chief 1998 -(6) - - -(6) - -
Executive Officer(1) 1997 142,700(6) 57,800 - 13,100 30,000(10) 3,800
R. C. Whitaker................. 1998 $355,000 $167,000 $-- $ -- 25,000 $ 44,200Whitaker.............. 1999 162,600 - - - 15,000(10) 335,900
President and Chief 1998 355,000 167,000 - - 25,000(10) 44,200
Executive Officer(2) 1997 323,400 206,600 --- 32,700 75,00075,000(10) 160,900
Officer(1) 1996 -- -- -- -- -- --Patrick J. O'Brien.......... 1999 132,600 73,700 - 24,600 97,000 16,300
President and Chief 1998 - - - - - -
Operating Officer(3) 1997 - - - - - -
Carl G. Schmidt................ 1998 212,300 78,400 -- -- 15,000 23,600Schmidt............. 1999 230,300 105,400 - - 10,000 28,700
Senior Vice President and 1998 212,300 78,400 - - 15,000 23,700
Chief Financial Officer, 1997 190,300 108,900 -- --- - 25,000 16,900
Financial Officer, Secretary 1996 181,800 -- -- -- 12,000 16,900
and Treasurer(2)Treasurer(4)
Mamdouh Ashour.................Ashour.............. 1999 257,500 - 48,600 - 7,500 192,500
Group Vice President 1998 250,000 39,300 -- --53,800 - 15,000 109,500
Group Viceand President and-- 1997 233,300 92,100 -- --63,900 - 7,000 151,500
President -- Worldwide 1996 172,500 -- -- -- 5,000 175,200
Diving(3)Diving(5)
FOOTNOTES TO SUMMARY COMPENSATION TABLE
(1) Ms. Johnson-Leipold has been Chairman and Chief Executive Officer since
March 1999. From October 1995 to July 1997, she served as Executive Vice
President -- North American Businesses.
(2) Mr. Whitaker resigned as President and Chief Executive Officer in March
1999.
(3) Mr. O'Brien has been President and Chief ExecutiveOperating Officer since October
1996.
(2)April
1999.
(4) Mr. Schmidt has been Senior Vice President and Chief Financial Officer,
Secretary and Treasurer since May 1995. From July 1994 to May 1995 he
served as Vice President, Chief Financial Officer, Secretary and Treasurer.
(3)(5) Mr. Ashour has been a Group Vice President of the Company since October
1997 and President -- Worldwide Diving since August 1996. From 1994 to
August 1996, he served as President of Scubapro Europe.
(4)(6) Does not include restricted stock awards or amounts paid for services as a
director of the Company during the applicable year. No such awards were
granted or services paid while Ms. Johnson-Leipold was an employee of the
Company.
(7) The amounts in the table for the year ended October 2, 19981, 1999 consist of
amounts accrued under the EVA Plan.
(5)13
16
(8) The amounts in the table consist of expenses paid on behalf of Mr. Ashour.
The amounts are less than the lesser of $50,000 or 10% of total annual
salary and bonus.
(6)bonus for all other Named Executive Officers.
(9) The amounts in the table reflect the market value on the date of grant (net
of any consideration paid by the named executive officer)Named Executive Officer) of restricted
shares of Class A common stock awarded under the 1994 Long-Term Stock
Incentive Plan. The number of restricted (unvested) shares held by the
named
executive officersNamed Executive Officers and the market value of such shares (net of any
consideration paid by the named executive officers)Named Executive Officers) as of October 2, 19981, 1999
were as follows: Mr. Whitaker 1,667Ms. Johnson-Leipold, 15,000 shares ($14,100)132,400) and Mr.
O'Brien 3,000 shares ($24,600). Mr. WhitakerMs. Johnson-Leipold received an award of
2,50015,000 shares of restricted stock on January 1, 1997.March 22, 1999. Mr. O'Brien received
an award of 3,000 shares of restricted stock on April 12, 1999. One-third
of the shares awarded to Ms. Johnson-Leipold and Mr. WhitakerO'Brien vest on each
successive anniversary of the date of award. Holders of restricted shares
are entitled to receive dividends, if any, on such shares.
(7)(10) Cancelled effective 30 days after resignation.
(11) The amounts in the table for the year ended October 2, 19981, 1999 consist of the
following:
(a) $12,800Amounts to be credited for qualified retirement contributions are
$12,800 for Messrs. Whitaker,Ms. Johnson-Leipold, $10,600 for Mr. O'Brien, $12,800 for
Mr. Schmidt and $12,800 for Mr. Ashour.
13
16
(b) Company matching contributions to the executives' 401(k) plan accounts
during the year ended October 2, 19981, 1999 of $5,000 for Messrs.Ms.
Johnson-Leipold, $5,000 for Mr. Whitaker, and Ashour and$3,500 for Mr. O'Brien,
$5,200 for Mr. Schmidt.Schmidt and $5,000 for Mr. Ashour.
(c) Company contributions to the executives' non-qualified plan accounts
during the year ended October 2, 19981, 1999 of $26,400$8,000 for Ms.
Johnson-Leipold, $24,100 for Mr. Whitaker, $5,600$2,200 for Mr. O'Brien,
$10,700 for Mr. Schmidt and $9,700$10,500 for Mr. Ashour.
(d) $82,000$164,200 paid to Mr. Ashour for expatriate cost of living and income
tax allowances.
(e) $306,800 paid to Mr. Whitaker during the fiscal year ended October 1,
1999 under his separation agreement. See "Agreements with Named
Executive Officers."
14
17
STOCK-BASED COMPENSATION
The following table provides details regarding stock options granted to the
Named Executive Officers in fiscal 19981999 under the Johnson Worldwide Associates,
Inc. 1994 Long-Term Stock Incentive Plan. In addition, this table shows
hypothetical gains that would exist for the respective options granted to the
Named Executive Officers. These gains are based on assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the options were
granted over the full option term.
OPTION GRANTS IN FISCAL 19981999
POTENTIAL REALIZABLE VALUES
NUMBER OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------- --------------- ----------- ---------- -- ---
Helen P.
Johnson-Leipold........... 85,000(1) 24% $8.125 3/9/09 $434,330 $1,100,678
R. C. Whitaker........... 25,000(1) 10% $16.875 12/18/07 $265,300 $672,400Whitaker............ 15,000(2) 4 9.688 4/9/99 -- --
Patrick J. O'Brien........ 97,000(3) 27 7.125 4/6/09 434,645 1,101,475
Carl G. Schmidt.......... 15,000(1) 6 16.875Schmidt........... 10,000(4) 3 9.688 12/18/07 159,200 403,40016/08 60,924 154,394
Mamdouh Ashour........... 15,000(1) 6 16.875Ashour............ 7,500(4) 2 9.688 12/18/07 159,200 403,40016/08 45,693 115,795
- ---------------
(1) One-third of the options vest and become exercisable each successive year
after grant, commencing March 9, 2000.
(2) Cancelled effective 30 days after Mr. Whitaker's resignation.
(3) One-third of the options vest and become exercisable each successive year
after grant, commencing April 6, 2000.
(4) One-third of the options vest and become exercisable each successive year
after grant, commencing December 16, 1999.
15
18 1998.
The following table shows stock option exercises by the Named Executive
Officers during fiscal 1998.1999. In addition, this table includes the number of
shares remaining covered by both "exercisable" (i.e., vested) and
"unexercisable" (i.e., unvested) stock options as of October 2, 1998.1, 1999. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
October 2, 19981, 1999 closing price of the Class A common stock of $8.50.$8.94.
AGGREGATE OPTION EXERCISES IN FISCAL 19981999 AND
FISCAL 19981999 YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 10/1/99 OPTIONS AT 10/2/98 AT 10/2/981/99
SHARES ACQUIRED VALUE --------------------------- ------------------------------------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-
---- --------------- -------- ----------- ------------- ----------- -------------
Helen P.
Johnson-Leipold.......... -- $-- 5,000 85,000 $-- $ 69,275
R. C. Whitaker...............Whitaker........... -- $ -- 25,000 75,000 $-- $---- -- -- --
Patrick J. O'Brien....... -- -- -- 97,000 -- 176,055
Carl G. Schmidt..............Schmidt.......... -- -- 41,333 35,66758,667 28,333 -- --
Mamdouh Ashour............... 1,300 500 28,966 21,334Ashour........... -- -- 36,667 19,833 -- --
1416
1719
TOTAL SHAREHOLDER RETURN
The graph below compares on a cumulative basis the yearly percentage change
since October 1, 1993September 30, 1994 in (a) the total return to shareholders on the Class A
common stock with (b) the total return on the Nasdaq Stock Market-U.S. Index;
(c) the total return on the Russell 2000 Index and (c)(d) the total return on a
self-constructed peer group index. The peer group consists of the Company, K2,
Inc., Brunswick Corporation, The Coleman Company, Inc., and Huffy Corporation.
The graph assumes $100 was invested on October 1,
1993September 30, 1994 in Class A common
stock, the Nasdaq Stock Market-U.S. Index, the Russell 2000 Index and the peer
group index.
[LINE GRAPH]
10/1/93
9/30/94 9/29/95 9/27/96 10/3/97 10/2/98 10/1/99
------- ------- ------- ------- ------- -------
Johnson Worldwide Associates........... $100.00 $123.30 $111.60 $ 66.3090.57 $ 79.1053.77 $ 39.5064.15 $ 32.08 $ 33.73
Nasdaq Market Index (U.S.)............. 100.00 138.07 164.34 229.15 218.08 370.46
Russell 2000 Index..................... 100.00 123.37 139.71 186.04 150.66 177.11
Peer Group............................. 100.00 128.40 131.80 143.60 193.30 90.00
Nasdaq Stock Market-U.S. .............. 100.00 100.90 139.30 165.80 231.20 221.10102.40 110.80 150.49 69.87 99.52
15AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
In March 1999, the Company entered into a separation agreement with Mr.
Whitaker, the Company's former President and Chief Executive Officer. Pursuant
to the terms of this agreement, Mr. Whitaker resigned from all positions with
the Company and its subsidiaries as of March 9, 1999. The Company agreed to (i)
make outplacement services available for a one-year period, (ii) pay Mr.
Whitaker $526,000 over a twelve-month period and (iii) vest 833 shares of
restricted stock awarded to Mr. Whitaker under the 1994 Long-Term Stock
Incentive Plan. Under this agreement, Mr. Whitaker agreed not to be employed by,
or affiliated with, certain competitors of the Company during the period
beginning on his resignation date and ending March 9, 2000 (the "Restricted
Period") and, among other things, not to solicit for employment any person
employed by the Company during the Restricted Period. Mr. Whitaker also agreed
to a confidentiality
17
18
AMENDMENTS20
arrangement during the Restricted Period and for two years thereafter and
released the Company from any and all liability. In the event that Mr. Whitaker
violates the terms of the agreement, the Company is entitled to withhold and
terminate all payments and benefits provided under the agreement and recover
from Mr. Whitaker all payments and benefits previously provided to him
thereunder.
AMENDMENT TO THE JOHNSON WORLDWIDE ASSOCIATES, INC.
1994ARTICLES OF INCORPORATION
TO CHANGE NAME OF COMPANY
The Board of Directors proposes and recommends that the shareholders
approve an amendment (the "Name Change Amendment") to Article 1 of the Company's
Articles of Incorporation to change the name of the Company from "Johnson
Worldwide Associates, Inc." to "Johnson Outdoors Inc." The terms of the Name
Change Amendment are set forth in Appendix A to this Proxy Statement. The name
change is intended to better reflect the nature of the Company's business.
Changing the Company's name does not alter any of the rights of shareholders.
The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
Name Change Amendment. Any shares not voted at the Annual Meeting (whether by
broker non-votes or otherwise, except abstentions), will have no impact on the
vote. Shares as to which holders abstain from voting will be treated as votes
against the Name Change Amendment.
The Board of Directors recommends a vote "FOR" the Name Change Amendment.
Shares of common stock represented by executed but unmarked proxies will be
voted "FOR" such amendment.
2000 LONG-TERM STOCK INCENTIVE PLAN
GENERAL
The Boardpurpose of Directors has unanimously adopted, subjectthe Johnson Outdoors Inc. 2000 Long-Term Stock Incentive
Plan (the "2000 Plan") is to approvalenhance the ability of the Company to attract and
retain employees who will make substantial contributions to the Company's
long-term business growth and to provide meaningful incentives to such employees
which are more directly linked to the profitability of the Company's businesses
and increases in shareholder value. In addition, the 2000 Plan is designed to
encourage and provide opportunities for stock ownership by such employees which
will increase their proprietary interest in the Company and, consequently, their
identification with the interests of the shareholders atof the Annual Meeting, amendments toCompany.
The Company currently has in effect the Johnson Worldwide
Associates, Inc. 1994 Long-Term Stock Incentive Plan
(the "1994 Plan") which (i)
increase from 650,000and the 1986 Stock Option Plan. As of December 13, 1999,
approximately 36,600 shares of Class A common stock remained available for the
granting of additional awards under these plans. To allow for future
equity-based compensation awards to 900,000be made by the maximumCompany to its employees, the
2000 Plan was adopted by the Board of Directors on December 13, 1999 and became
effective as of that date, subject to approval of the 2000 Plan by the
shareholders of the Company within twelve months of such effective date. The
1994 Plan and the 1986 Stock Option Plan will be terminated, except as to
outstanding options, upon approval of the 2000 Plan by the shareholders.
The following summary description of the 2000 Plan is qualified in its
entirety by reference to the full text of the 2000 Plan.
18
21
ADMINISTRATION
The 2000 Plan is required to be administered by a committee of the Board
(the "Committee") consisting of not less than two members of the Board who are
not employees of the Company. If at any time the Committee is not in existence,
the Board will administer the 2000 Plan. The Stock Committee will serve as the
administrator of the 2000 Plan. Among other functions, the Committee has the
authority to establish rules for the administration of the 2000 Plan; to select
the employees of the Company and its affiliates to whom awards will be granted;
to determine the types of awards to be granted to employees and the number of
shares issuablecovered by such awards; to set the terms and conditions of such awards;
and to cancel, suspend and amend awards granted to employees to the extent
authorized under the 19942000 Plan. Except as otherwise provided in the 2000 Plan,
determinations and (ii) changeinterpretations with respect thereto and any award agreements
thereunder will be in the period for the individual limit on share awards
from the termsole discretion of the 1994 Plan to a fiscal yearCommittee, whose determinations
and interpretations will be binding on all parties. Any employee of the Company. The two
amendmentsCompany
or any affiliate, including any executive officer or employee director of the
Company, is eligible to receive awards under the 2000 Plan. In addition,
consultants and advisors to the Company will be considered and voted upon as separate proposals ateligible to receive nonqualified
stock options under the Annual
Meeting.2000 Plan. Approximately 60 employees currently would be
eligible to participate in the 2000 Plan.
AWARDS UNDER THE 2000 PLAN; AVAILABLE SHARES
The 19942000 Plan authorizes the granting to key employees of: (a) stock options,
which may be either incentive stock options meeting the requirements of Section
422 of the Internal Revenue Code ("ISOs") or non-qualified stock options; (b)
stock appreciation rights ("SARs"); and (c) stock awards that give a participant
the right to receive a specified number of shares or a cash equivalent payment.
Of the 650,000The 2000 Plan provides that up to a total of 600,000 shares currently authorized for issuance
under the 1994 Plan, approximately 166,000 shares are presentlyof Class A common
stock will be available for the granting of awards. In addition, currently noThe aggregate number of
shares that can be awarded to any one participant during any fiscal year of the
Company shall not exceed 200,000 shares. No more than 100,000 shares can be
issuedgranted as stock awards and stock appreciation rights. If any shares subject to
any
one participantawards granted under the 1994 Plan.
PURPOSE
The purpose2000 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 amendments isshares or other consideration issuable or payable
pursuant to make additionalthe award, such shares will be available for issuance under the 1994 Plan on both an aggregate and individual basis in order
to enhance the Company's ability to continue to attract and retain key employees
who will make substantial contributions to the Company's long-term business
growth and to provide incentives to such employees which are more directly
linked to the profitabilitygranting of the Company's businesses and increases in
shareholder value. In addition, the 1994 Plan is designed to encourage and
provide opportunities for stock ownership by such employees which will increase
their proprietary interest in the Company and, consequently, their
identification with the interests of the shareholders of the Company. The Board
of Directors believes that approval of the proposed amendments will promote
continuity of management and increase incentive and personal interest in the
welfare of the Company by those who are primarily responsible for shaping and
carrying out the long-range plans of the Company.
The 1994 Plan was initially approved by the Board of Directors on December
10, 1993 and was approved by the shareholders on January 27, 1994. The Board of
Directors approved the proposed amendments to the 1994 Plan on October 12, 1998.
As a related matter, the Board of Directors amended the 1994 Plan to extend its
term from five to ten years, which action did not require shareholder approval.
ADMINISTRATION
The 1994 Plan is required to be administered by a committee of the Board of
Directors (the "Committee") consisting of not less than two directors who are
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"). The Stock Committee currently
administers the 1994 Plan. All references to the "Committee" administering the
1994 Plan are to the Stock Committee. The Committee has the authority to
establish rules for the administration of the 1994 Plan; to select the employees
of the Company and its affiliates to whom awards will be granted; to determine
the types of awards to be granted and the number of shares covered by such
awards; to set the terms and conditions of such awards; and to cancel, suspend
and amend awards granted to key employees to the extent authorized under the
1994 Plan.
16
19
SHARE LIMITS
The 1994 Plan currently reserves 650,000 shares of Class A common stock for
issuance under the 1994 Plan, subject to appropriate adjustments in the event of
payment of stock dividends or changes in the common stock by reason of a stock
split, reorganization, recapitalization, merger, consolidation or similar event.
The proposed amendment reserves 250,000 additional shares of Class A common
stock for issuance under the 1994 Plan. The 1994 Plan currently limits to
100,000 the maximum number of shares that may be issued to any one participant
during the term of the Plan. If the proposed amendments are approved, no more
than 100,000 shares could be issued to any one participant during any single
fiscal year of the Company.
TERMS OF AWARDS
Participants. Any key employee of the Company or any affiliate, including
any executive officer or employee director of the Company, is eligible to
receivenew
awards under the 19942000 Plan.
In addition, consultants and advisors to the
Company are eligible to receive nonqualified stock options under the 1994 Plan.
Approximately 30 employees currently participate in the 1994 Plan.TERMS OF AWARDS
Options. The exercise price per share of Class A common stock subject to an
option granted under the 19942000 Plan iswill be determined by the Committee, provided
that the exercise price may not be less than 100% of the fair market value of a
share of Class A common stock on the date of grant. On November 16, 1998, the last
reported sales price per share of the Class A common stock on The Nasdaq Stock
Market(R) was $9.50. The term of an option
granted under the 19942000 Plan iswill be as determined by the Committee, but cannot
exceed ten years. Options granted under the 19942000 Plan will become exercisable in
such manner and within such period or periods and in such installments or
otherwise as determined by the Committee. Options maywill be exercised by payment
in full of the exercise price, either in cash or (at the discretion of the
Committee) in whole or in part by tendering, either by actual delivery of shares
or by attestation, shares of Class A common stock or other consideration having
a fair market value on the date of exercise equal to the option exercise price.
All ISOs granted under the 19942000 Plan arewill also be required to comply with all
other terms of Section 422 of the Internal Revenue Code.
SARs. SARsAn SAR granted under the 19942000 Plan givewill confer on the holder a right
to receive, upon exercise thereof, the excess of (a) the fair market value of
one share of Class A common stock on the date of exercise over (b) the grant
price of the SAR as specified by the Committee. The grant price of aan SAR under
the 19942000 Plan cannotwill not be less than the fair market value of a share of Class A
common stock on the date of grant or, if
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22
the Committee so determines, in the case of any SAR granted in tandem with or in
substitution for another award granted under the 19942000 Plan, on the date of grant
of such other award. The grant price, term, methods of exercise, methods of
settlement (including whether the holder of aan SAR will be paid in cash, shares
of Class A common stock or other consideration), and any other terms and
conditions of any SAR granted under the 19942000 Plan arewill be determined by the
Committee.
Stock Awards. A stock award giveswill give the holder the right to receive a
specified number of shares of Class A common stock or a cash equivalent payment
or a combination thereof, subject to the terms and conditions of the award,
which may include forfeitability contingencies based on continued employment
with the Company or on meeting specified performance criteria or both. The
Committee determineswill determine the terms and conditions of an award including any
restriction or performance period, any performance goals or targets, the
proportion of payments, if any, to be made for performance at specified
performance levels and the restrictions, if any, applicable to any shares
received upon payment. A stock award may be in the form of shares or share
units. The Committee may at any time adjust performance goals (up or down) and
minimum or full performance levels (and any intermediate levels and proportion
of 17
20
payments related thereto), adjust the manner in which performance goals are
measured, or shorten any performance period or waive in whole or in part any or
all remaining restrictions with respect to shares subject to restrictions, if
the Committee determines that conditions so warrant.
Notwithstanding the foregoing, if the Committee determines that an award is
intended to qualify as "performance-based compensation," under Section 162(m) of
the Internal Revenue Code, the award will be conditioned on the achievement of
one or more of the following performance goals or targets, as determined by the
Committee: revenues, earnings per share, return on shareholder equity, return on
average total capital employed, return on net assets employed before interest
and taxes and/or economic value added. For awards intended to be
performance-based compensation, the Committee will not have discretion to
increase the amount of compensation payable that would otherwise be due upon the
participant's attainment of the performance goals or targets.
ADJUSTMENTS
In the event of any stock dividend or other distribution, stock split,
merger, consolidation, spin-off or exchange of shares of Class A common stock
subject to the 19942000 Plan or any other change affecting the Class A common stock
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the 19942000 Plan, then the Committee will generally hashave the authority, in
such manner as it deems equitable, to adjust (1) the number and type of shares
of stock that may be issued under the 19942000 Plan, (2) the number and type of
shares of stock subject to outstanding awards, and (3) the grant, purchase or
exercise price with respect to any award.
LIMITS ON TRANSFERABILITY
No award granted under the 19942000 Plan mayand no right under any such award
shall be assigned, sold, transferredassignable, alienable, saleable or encumberedotherwise transferable by anythe
participant otherwiseother than by will by designation of a
beneficiary, or by the laws of descent and distribution.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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23
AMENDMENT AND TERMINATION
The Board of Directors may amend, suspend or terminate the 19942000 Plan at any time, except
that no such action may (unless otherwise provided in the 19942000 Plan) adversely
affect any award granted and then outstanding without the approval of the
respective participant.
In addition, no action of the Board of
Directors may, without approval of the Company's shareholders, increase the
total number of shares of Class A common stock available for awards under the
1994 Plan (except pursuant to the adjustment provisions provided in the 1994
Plan). No awards may be granted pursuant to the 1994 Plan after January 27,
2004.
WITHHOLDING
The Company haswill have the right to reduce the number of shares or amount of
cash payable under an award by the amount necessary to satisfy any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount or to take such other actions as may be necessary to
satisfy any such withholding obligations. The Committee may require or permit
withholding obligations arising with respect to awards under the 19942000 Plan to be
settled with shares of Class A common stock, including shares of Class A common
stock that are part of, or are received upon exercise of, the award that gives
rise to the withholding requirement. The obligations of the Company under the
19942000 Plan are conditional on such payment or arrangements, and the Company and
any affiliate will, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the key employee. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with shares of Class A common stock.
CHANGE IN CONTROL
In order to preserve a participant's rights under an award in the event of
a Change in Control (as defined below) of the Company, the Committee in its
discretion may, at the time an award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or realization of the award; (ii) provide for
the purchase of the award upon the 18
21
participant's request for an amount of cash
or other property that could have been received upon the exercise or realization
of the award had the award been currently exercisable or payable; (iii) adjust
the terms of the award; (iv) cause the award to be assumed, or new rights
substituted therefor, by another entity; or (v) make such other provision as the
Committee may consider equitable and in the best interests of the Company. For
purposes of the 19942000 Plan, a Change in Control will be deemed to have occurred
if the Johnson Family at any time fails to own stock of the Company having, in
the aggregate, votes sufficient to elect at least a fifty-one percent (51%)
majority of the directors of the Company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Stock Options. The grant of a stock option under the 19942000 Plan createswill create
no income tax consequences to the employee or the Company. An employee who is
granted a non-qualified stock option will generally recognizesrecognize ordinary income at
the time of exercise in an amount equal to the excess of the fair market value
of the Class A common stock at such time over the exercise price. The Company
iswill be entitled to a deduction in the same amount and at the same time as
ordinary income is recognized by the employee. A subsequent disposition of the
Class A common stock giveswill give rise to capital gain or loss to the extent the
amount realized from the sale differs from the tax basis, i.e., the fair market
value of the Class A common stock on the date of exercise. This capital gain or
loss iswill be a long-term capital gain or loss if the Class A common stock had
been held for more than the required holding period for income tax purposesone year from the date of exercise.
In general if an employee holds the shares of Class A common stock acquired
pursuant to the exercise of an ISO for at least two years from the date of grant
and one year from the date of exercise, the employee recognizeswill
21
24
recognize no income or gain as a result of exercise (except that the alternative
minimum tax may apply). Any gain or loss realized by the employee on the
disposition of the Class A common stock iswill be treated as a long-term capital
gain or loss. No deduction iswill be allowed to the Company. If either of these
holding period requirements is not satisfied, the employee recognizeswill recognize
ordinary income at the time of the disposition equal to the lesser of (i) the
gain realized on the disposition or (ii) the difference between the exercise
price and the fair market value of the shares of Class A common stock on the
date of exercise. The Company iswill be entitled to a deduction in the same amount
and at the same time as ordinary income is recognized by the employee. Any
additional gain realized by the employee over the fair market value at the time
of exercise iswill be treated as a capital gain. This capital gain iswill be a
long-term capital gain if the Class A common stock had been held for more than
the required holding period for income
tax purposesone year from the date of exercise.
Stock Appreciation Rights. The grant of aan SAR createswill create no income tax
consequences for the employee or the Company. Upon exercise of aan SAR, the
employee recognizeswill recognize ordinary income equal to the amount of any cash and the
fair market value of any shares of Class A common stock or other property
received, except that if the employee receives an option, shares of restricted
stock, performance shares or performance units upon exercise of aan SAR,
recognition of income may be deferred in accordance with the rules applicable to
such other awards. The Company iswill be entitled to a deduction in the same
amount and at the same time as income is recognized by the employee.
Stock Awards. If a stock award is granted in the form of restricted stock,
the employee doeswill not recognize income upon the award of restricted stock under
the 2000 Plan unless the election described below is made. However, an
individual who has not made such an election recognizeswill recognize ordinary income at
the end of the applicable restriction period in an amount equal to the fair
market value of the restricted stock at such time. The Company iswill be entitled
to a corresponding deduction in the same amount and at the same time as the
participant recognizes income. Any otherwise taxable disposition of the
restricted stock after the end of the applicable restriction period resultswill result
in capital gain or loss (long-term or short-term depending on the length of time
the restricted stock is held after
19
22 the end of the applicable restriction
period). Dividends paid in cash and received by a participant prior to the end
of the applicable restriction period constituteswill constitute ordinary income to the
participant in the year paid. The Company iswill be entitled to a corresponding
deduction for such dividends. Any dividends paid in stock arewill be treated as an
award of additional restricted stock subject to the tax treatment described
herein.
An employee may, within 30 days after the date of the award of restricted
stock, elect to recognize ordinary income as of the date of the award in an
amount equal to the fair market value of such restricted stock on the date of
the award. The Company iswill be entitled to a corresponding deduction in the same
amount and at the same time as the participant recognizes income. If the
election is made, any cash dividends received with respect to the restricted
stock arewill be treated as dividend income to the participant in the year of
payment and arewill not be deductible by the Company. Any otherwise taxable
disposition of the restricted stock (other than by forfeiture) resultswill result in
capital gain or loss (long-term or short-term depending on the holding period).
If the participant who has made an election subsequently forfeits the restricted
stock, the participant iswill not be entitled to deduct any loss. In addition, the
Company iswould then be required to include as ordinary income the amount of the
deduction it originally claimed with respect to such shares.
For stock awards granted in the form of performance units or performance
shares, the grant createswill create no income tax consequences for the employee or the
Company. Upon the receipt of cash, shares of Class A common stock or other
property at the end of the applicable performance period, the employee recognizeswill
recognize ordinary income equal to the amount of any cash and the fair market
value of any shares or other property received, except that if the employee
receives an option, shares of restricted stock or SARs in payment of
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25
performance shares or performance units, recognition of income may be deferred
in accordance with the rules applicable to such other awards. The Company iswill
be entitled to a deduction in the same amount and at the same time as income is
recognized by the employee.
FUTURE AWARDS
No awards have been made to date under the 2000 Plan. The Company cannot
nowcurrently determine the number of options, SARs and stock
awards tothat may be issuedgranted in the future to employees
under the 19942000 Plan. Such determinations arewill be made from time to time by the
Committee. Option grants made
during 1998During fiscal 1999, certain awards were granted to all current executive officersemployees under
the Company's 1994 Plan are set out in
the table entitled "Option Grants in Fiscal 1998," all of which are subject to
deferred conditional vesting. An aggregate of 182,000Plan. Stock options wereand restricted stock granted under the
1994 Plan in 1998to the Named Executive Officers during fiscal 1999 are disclosed under
the caption "Executive Compensation." During fiscal 1999, options to purchase a
total of 214,500 and 138,500 shares were granted to all executive officers and
all other participants, all of which are subject to
deferred conditional vesting. All options were grantedemployees as a group, respectively, under the 1994 Plan at average per
share exercise prices ranging from $15.50$7.125 to $23.00$9.688.
On December 13, 1999, the last reported sales price per share. Noshare of the Class
A common stock awards or SARs were granted
under the 1994 Plan during 1998.on The Nasdaq Stock Market(R) was $7.56.
VOTE REQUIRED
The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendments to2000 Plan; provided that a majority of the 1994 Plan. Anyoutstanding shares of the Company's
common stock are voted on the proposal. Assuming such proviso is met, any shares
not voted at the Annual Meeting (whether by broker non-votes or otherwise,
except abstentions), will have no impact on the vote. Shares as to which holders
abstain from voting will be treated as votes against the proposal.
The Board of Directors recommends a vote "FOR" eachthe 2000 Plan. Shares of common stock
represented at the proposed
amendments to the 1994 Plan. The shares representedAnnual Meeting by theexecuted but unmarked proxies received will be voted
FOR approval of"FOR" the proposed amendments,2000 Plan, unless a vote against such
approvalthe 2000 Plan or to abstain from
voting is specifically indicated on the proxy.
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23
AMENDMENT TO THEOF JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 NON-EMPLOYEE DIRECTOR1987 EMPLOYEES' STOCK OWNERSHIPPURCHASE PLAN
GENERAL
The proposed amendment to the Johnson Worldwide Associates, Inc. 1994
Non-Employee Director1987
Employees' Stock OwnershipPurchase Plan (the "1994 Director"1987 Plan") would increasechange the number of shares reserved for issuance under the 1994 Director Plan
from 50,000eligibility
provision to 100,000.exclude participation by certain highly compensated employees.
The 1994 Director1987 Plan was originally adopted by the Board of Directors on December
10, 199311, 1987 and approved by the shareholders on January 27, 1994. An
amendment to permit certain transfers of options was adopted by the Board of
Directors on July 16, 1997.28, 1988. The Board of
Directors approved the proposed
amendment to the 1994 Director1987 Plan on October 12, 1998,December 13, 1999, subject
to shareholder approval.
The 1994 Director Plan provides for the granting of nonqualified stock
options and restricted stock to non-employee directors of the Company. Of the
50,000 shares currently authorized for issuance under the 1994 Director Plan,
approximately 3,500 shares are available for grants of options and restricted
stock.
PURPOSE
The purpose of the amendment1987 Plan is to make additional shares available for
issuance under the 1994 Director Plan as a means to promote the long-term growth
and financial successprovide employees of 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.subsidiaries with the opportunity to purchase shares of Class A common stock and
thereby share in the ownership of the Company.
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26
ADMINISTRATION
Each non-employee director automatically receivesThe 1987 Plan is required to be administered by a committee of the Board
(the "Committee") consisting of not less than two directors who are
disinterested persons within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934. The Stock Committee currently serves as the administrator
of the 1987 Plan. Among other functions, the Committee has authority to
establish the terms and conditions for grants of specified
awards underpurchase rights and adopt such
rules or regulations which may be necessary or advisable for the 1994 Directoroperation of
the 1987 Plan. Accordingly, the 1994 Director Plan is
intended to be self-governing. Any questions of interpretation are resolved by
the Board of Directors.
STOCK SUBJECT TO PLAN
The 1994 Director1987 Plan currently reserves 50,000150,000 shares of Class A common stock for issuance,
subject to appropriate adjustmentsadjustment in the event of payment of stock dividends or
changes in the common stock by reason of a stock split, reorganization,
recapitalization, merger, consolidation or similar event. As of December 13,
1999, 46,875 shares remained available for future grants of purchase rights.
ELIGIBILITY
The 1987 Plan currently provides that all full-time employees of
corporations (from the group consisting of the Company, its parent and
subsidiary corporations) designated by the Committee may participate
(approximately 980 persons), other than highly compensated employees who
participate in the 1994 Plan. No employee may participate if he would own,
directly or indirectly, 5% or more of the total combined voting power or value
of all classes of Company common stock. The proposed amendment reserves 50,000 additionalwould change the
exception to prohibit participation by any highly compensated employee who is a
president, vice president or director level employee. The proposed change in
eligibility will provide a greater opportunity for employees other than
executive and senior officers to purchase shares of Class A common stock.
Opportunities for stock ownership are provided to executive and senior officers
under the 1994 Plan and the proposed 2000 Plan. Moreover, limiting executive and
senior officers opportunities for stock ownership to incentive-based plans such
as the 2000 Plan is consistent with the Company's overall compensation
philosophy for executive and senior officers that a significant portion of total
compensation should be based on performance-based incentive compensation.
AWARDS UNDER THE 1987 PLAN
Rights to purchase a maximum of 250 shares (unless otherwise determined by
the Committee) will be granted to eligible employees on such dates as may be
determined by the Committee. The purchase price per share will be the lesser of
either 85% of the fair market value of the Class A common stock on the first day
of the offer and 85% of the fair market value of the Class A common stock at the
end of the Purchase Period (as defined below). The Committee may specify the
aggregate number of shares of Class A common stock available for issuancepurchase by all
eligible employees during a Purchase Period.
EXERCISE
All purchase rights are exercisable, in whole or in part, at any time
during the 30-day period following the date of grant (the "Purchase Period");
provided, however, that no employee may exercise his purchase rights for less
than the minimum number of shares designated by the Committee and provided,
further, that an exercise will not be effective until the last day of the
Purchase Period. Each purchase right granted under the 1994 Director Plan.
TERMS OF AWARDS
Participants. Each director1987 Plan will expire at
the end of the Company who is not alsoPurchase Period.
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27
In the event the employees exercise rights to purchase an aggregate number
of shares in excess of the maximum number available during a Purchase Period,
the Committee may adjust the number of shares which may be purchased by an
employee according to such non-discriminatory rules and regulations as the
Committee may establish.
TERMINATION AND AMENDMENT
The 1987 Plan will terminate on such date as may be determined by the Board
of Directors. The Board of Directors may amend or terminate the Company automatically participates in1987 Plan,
provided that unless approved by the 1994 Director Plan. The Company
currently has five directors entitled to receive awards undershareholders, no amendment will (i)
increase the 1994 Director
Plan.
Stock Options. Upon first being elected or appointed as a directormaximum number of the
Company, a non-employee director automatically receives an option to purchase
5,000 shares of Class A common stock. Thestock which may be
purchased under the 1987 Plan, except as permitted by the anti-dilution
provisions of the 1987 Plan; (ii) modify the requirements as to eligibility for
participation in the Plan; (iii) change the class of corporations whose
employees will be granted purchase rights under the Plan; or (iv) materially
increase the benefits to participants under the 1987 Plan.
LIMITS ON TRANSFERABILITY
Purchase rights are not transferable other than by will or the laws of
descent and distribution and are exercisable during an employee's lifetime only
by the employee. In the event of termination of employment of an employee, all
rights of the employee under the 1987 Plan will terminate.
FEDERAL INCOME TAX CONSEQUENCES
No income is recognized by an employee on the grant or exercise of a
purchase right granted under the 1987 Plan. If the shares acquired upon exercise
are held for at least two years from the date of grant and one year from the
date of exercise, or in the event of the employee's death (whenever occurring)
while owning the shares, the lesser of the discount portion of the option price
(discount from fair market value at time of grant) or the actual gain will be
ordinary income (however, the Company will not be allowed a deduction for such optionsthis
amount); any excess will be a long-term capital gain (in the case of a sale) or
eligible for a step-up in basis in accordance with rules normally applicable
with respect to stock held by a decedent on death. If the stock is disposed of
prior to the expiration of the above holding periods (other than on account of
death), the excess of the fair market value at the time of exercise over the
option price will be treated as ordinary income to the employee and the Company
will be allowed a share of Class A common stockdeduction in this amount. Any additional gain is a long-term
or short-term capital gain depending on the dateholding period. If the amount
realized on the sale is less than the fair market value at the time of grant.exercise,
the amount of ordinary income (and amount deductible by the Company) is limited
to the amount of gain realized.
FUTURE GRANTS
If the proposed amendment regarding the change in eligibility is approved,
it is anticipated that none of the Company's executive and senior officers,
including the Named Executive Officers, will participate in the 1987 Plan. It is
presently anticipated that all other employees will be given the opportunity to
purchase shares under the 1987 Plan in 2000.
On November 16, 1998,December 13, 1999, the last reported sales price per share of the Class
A common stock on The Nasdaq 21
24
Stock Market(R) was $9.50. Options have a term of ten years and become fully
exercisable one year after the date of grant.
Options may be exercised by payment in full of the exercise price either in
cash, previously acquired shares of Class A common stock or other consideration
having a fair market value on the date of exercise equal to the option exercise
price. Options may not be transferred other than by will or the laws of descent
and distribution, except to the extent permitted by the Board of Directors. The
designation of a beneficiary does not constitute a transfer.
Restricted Stock Awards. On the first business day after the Company's
annual meeting of shareholders in each year each non-employee director receives
500 shares of Class A common stock. Shares of Class A common stock granted to a
non-employee director cannot be sold or otherwise transferred while the non-
employee director serves on the Board of Directors and thereafter the
restrictions will lapse. However, a non-employee director may transfer the
shares to any trust or other estate in which the director has a substantial
interest or a trust of which the director serves as trustee and to his or her
spouse and certain other related persons, provided the shares continue to be
subject to the transfer restrictions described above.
ADJUSTMENTS
In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spinoff, recapitalization or other distribution
affecting the Class A common stock such that an adjustment is determined by the
Board of Directors 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 Board of Directors may, in such manner as it deems equitable,
adjust any or all of (i) the number and type of shares that may be issued under
the 1994 Director Plan, and (ii) the number and type and exercise price of
shares subject to outstanding options. Adjustments will be made only as
necessary, with respect to options, to maintain the proportionate interest of
the option holder and preserve, without exceeding the value of such option and,
with respect to stock awards subject to grant, to maintain the relative
proportionate interest represented by such shares immediately prior to any such
event.
AMENDMENT AND TERMINATION
The Board of Directors may amend, suspend or terminate the 1994 Director
Plan at any time, except that no such action may adversely affect any
outstanding award without the approval of the participant. The 1994 Director
Plan further provides that the provisions governing the granting of awards may
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act of 1974, or the rules promulgated thereunder. No award can be made under the
1994 Director Plan after January 27, 2004.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Stock Options. The grant of a stock option under the 1994 Director Plan
creates no income tax consequences to the non-employee director or the Company.
A non-employee director generally recognizes ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the Class
A common stock at such time over the exercise price. The Company is entitled to
a deduction in the same amount and at the same time as ordinary income is
recognized by the non-employee director. A subsequent disposition of the Class A
common stock gives rise to capital gain or loss to the extent the amount
realized from the sale differs from the tax basis, i.e., the fair market value
of the Class A common stock on the date of
22$7.56.
25
25
exercise. This capital gain or loss is a long-term capital gain or loss if the
Class A common stock had been held for more than the required holding period for
income tax purposes from the date of exercise.
Stock Awards. A non-employee director recognizes ordinary income as of the
date of the award in an amount equal to the fair market value of such restricted
stock on the date of the award. The Company is entitled to a corresponding
deduction in the same amount and at the same time as the participant recognizes
income. Any cash dividends received with respect to the restricted stock are
treated as dividend income to the participant in the year of payment and are not
deductible by the Company. Any otherwise taxable disposition of the restricted
stock results in capital gain or loss (long-term or short-term depending on the
holding period).
Messrs. Johnson, Lawton, Pyle and Rupp and Ms. Johnson-Leipold each
received 500 shares of Class A common stock under the 1994 Director Plan on
January 29, 1998, the first business day after the Company's 1998 annual
meeting. There were no options granted under the 1994 Director Plan in 1998.28
VOTE REQUIRED
The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendment to the 1994 Director Plan. Any1987 Plan; provided that a majority of the outstanding
shares of the Company's common stock are voted on the proposal. Assuming such
proviso is met, any shares not voted at the Annual
Meetingmeeting (whether by broker non-votes
or otherwise, except abstentions),abstention) will have no impact on the vote. Shares as to
which holders abstain from voting will be treated as votes against the proposal.
The Board of Directors recommends a vote "FOR" the proposed amendment to
the 1994 Director Plan. The shares represented by the proxies received will be
voted FOR approval of the proposed amendment, unless a vote against such
approval or to abstain from voting is specifically indicated on the proxy.
CERTAIN TRANSACTIONS
The Company purchases certain services from S.C.S. C. Johnson & Son, Inc. and
other organizations controlled by Samuel C. Johnson, a director of the Company,
and the Johnson Family (including Helen P. Johnson-Leipold, a directorChairman and Chief
Executive Officer of the Company), including consulting and administrative
services. The Company believes that the amounts paid to these organizations are
no greater than the fair market value of the services. The total amount incurred
by the Company for the foregoing services during the year ended October 2, 19981, 1999
was approximately $248,000.$415,000.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") served as the independent auditors for the purpose of
auditing the consolidated financial statements of the Company for the year ended
October 2, 1998.1, 1999. Representatives of KPMG will be present at the Annual Meeting
and will have an opportunity to make a statement if they so desire and to
respond to appropriate questions. The Board of Directors will not choose
independent public accountants for the purpose of auditing the consolidated
financial statements of the Company for the year ending October 1,
1999September 29, 2000 until
after the 19992000 Annual Meeting of Shareholders.
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SHAREHOLDER PROPOSALS
All shareholder proposals pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Rule 14a-8"), for presentation at the 20002001
Annual Meeting of Shareholders must be received at the offices of the Company,
1326 Willow Road, Sturtevant, Wisconsin 53177 by August 23, 199919, 2000 for inclusion
in the proxy statement and form of proxy relating to the meeting. In addition, a
shareholder who otherwise intends to present business at the 20002001 Annual Meeting
of Shareholders must comply with the requirements set forth in the Company's
Bylaws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof, complying with the Bylaws, to the
Secretary of the Company not more than 90 days prior to the date of such annual
meeting and not less than the close of business on the later of (i) the 60th day
prior to such annual meeting and (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. Under the Bylaws,
if the Company does not receive notice of a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to
present at the 20002001 Annual Meeting of Shareholders but do not intend to have
included in the Company's proxy statement and form of proxy for such meeting)
prior to the close of business on November 27, 19992000 (assuming a January 26, 200025, 2001
meeting date), then the notice will be considered untimely and the Company will
not be required to present such proposal at the 20002001 Annual Meeting of
Shareholders. If the Board of Directors chooses to present such proposal at the
20002001 Annual Meeting of Shareholders, then the persons named in proxies solicited
by the Board of Directors for the 20002001 Annual Meeting of Shareholders
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may exercise discretionary voting power with respect to such proposal. The 20002001
Annual Meeting of Shareholders is tentatively scheduled to be held on January
26, 2000.25, 2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and more than 10% shareholders to file with the
Securities and Exchange Commission reports on prescribed forms of their
ownership and changes in ownership of Company stock and furnish copies of such
forms to the Company. Based solely on a review of the copies of such forms
furnished to the Company, or written representations that no Form 5 was required
to be filed, the Company believes that during the year ended October 2, 1998,1, 1999,
all reports required by Section 16(a) to be filed by the Company's officers,
directors and more than 10% shareholders were filed on a timely basis, except a
Form 4 to report an exempt option exercise was inadvertently filed late on
behalf of Raymond F. Farley.basis.
OTHER MATTERS
The Company has filed an Annual Report on Form 10-K with the Securities and
Exchange Commission for the year ended October 2, 1998.1, 1999. This Form 10-K will be
bound with the Company's 19981999 Annual Report to Shareholders and mailed to each
person who is a record or beneficial holder of shares of Class A common stock or
Class B common stock on the record date for the Annual Meeting. Other requests
for copies of the Form 10-K should be addressed to the Secretary, Johnson
Worldwide Associates, Inc., 1326 Willow Road, Sturtevant, Wisconsin 53177 or via
the internet to: cschmidt@jwa.com.
The cost of soliciting proxies will be borne by the Company. The Company
expects to solicit proxies primarily by mail. Proxies may also be solicited in
person or by telephone by certain officers and employees of the Company. It is
not anticipated that anyone will be specially engaged to solicit proxies or that
special compensation will be paid for that purpose. The Company will reimburse
brokers and other nominees for their reasonable expenses in communicating with
the persons for whom they hold stock of the Company.
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Neither the Board of Directors nor management intends to bring before the
Annual Meeting any matters other than those referred to in the Notice of Annual
Meeting and this Proxy Statement. In the event that any other matters shall
properly come before the Annual Meeting, it is the intention of the persons
named in the proxy forms to vote the shares represented by each such proxy in
accordance with their judgment on such matters.
By Order of the Board of Directors
CARL G. SCHMIDT SIGNATURE
CARL G. SCHMIDT
Senior Vice President and Chief
Financial Officer, Secretary and
Treasurer
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APPENDIX A
PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1: PURPOSEProposed additions and deletions effected by the Name Change Amendment are
in bold type and indicated by overstriking, respectively.
ARTICLE I
The purposename of the Corporation shall be 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 onJOHNSON OUTDOORS INC.
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the specified date, as reported by the Nasdaq National Market (or if no
sales occurred on such date, the last preceding date on which sales
occurred); provided, however, that if the principal market for the
Common Stock is then a national securities exchange, the Fair Market
Value shall be the average of the high and low prices of a share of
Common Stock on the principal securities exchange on which the Common
Stock is traded on the specified date (or if no sales occurred on such
date, the last preceding date on which sales occurred).
(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, 2004, 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
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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 750,000, plus such additional number of Shares not to
exceed 150,000 determined by the sum of (i) 2,325 Shares; and (ii) any
Shares represented by options outstanding under the Johnson Worldwide
Associates, Inc. Amended and Restated 1986 Stock Option Plan that are
forfeited, expire or are cancelled without delivery of Shares.
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(b) Share Usage Limits. For the period that the Plan is in effect the
aggregate number of Shares that shall be granted as Stock Awards and
Stock Appreciation Rights shall not exceed 100,000 Shares.
Additionally, the aggregate number of Shares that could be awarded to
any one Participant of the Plan during any fiscal year of the Company
shall not exceed 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.
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(b) Stock Options. A Stock Option shall confer on a Participant the right
to purchase a specified number of Shares from the Company with the
terms and conditions as set forth below and with such additional terms
and conditions as the Committee shall determine. The Committee shall
establish the purchase price per Share under the Stock Option at the
time each Stock Option is awarded, provided that the price shall not
be less than 100% of the Fair Market Value on the date of award. Stock
Options may be in the form of ISOs or NQSOs. If a Participant owns or
is deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company or any subsidiary or parent
corporation and an ISO is awarded to such Participant, the option
price shall not be less than 110% of the Fair Market Value at the time
such ISO is awarded. The aggregate Fair Market Value at time of grant
of the Shares covered by ISOs exercisable by any one optionee in any
calendar year shall not exceed $100,000 (or such other limit as may be
required by the Code). 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.
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(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
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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.
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(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.
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(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.
Last amended December 16, 1998
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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
specified date, as reported by the Nasdaq National Market (or if no
sales occurred on such date, the last preceding date on which sales
occurred); provided, however, that if the principal market for the
Common Stock is then a national securities exchange, the Fair Market
Value shall be the average of the high and low prices of a share of
Common Stock on the principal securities exchange on which the Common
Stock is traded on the specified date (or if no sales occurred on such
date, the last preceding date on which sales occurred).
(f) 1934 ACT means the Securities Exchange Act of 1934, as amended from
time to time.
(g) PARTICIPANT means a Director of the Board who is not an employee of the
Company.
(h) SHARES means shares of Common Stock of the Company.
38
(i) STOCK AWARD means an award to a Participant comprised of Shares granted
under Section 6(b) of the Plan.
(j) STOCK OPTION means an award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period granted under Section 6(a) of the Plan.
SECTION 3: EFFECTIVE DATES
The Plan shall be in effect as of January 27, 1994, subject, however, to the
approval of the Plan by the shareholders of the Company. No Awards may be made
under the Plan after January 27, 2004 or earlier termination of the Plan by the
Board.
SECTION 4: PLAN OPERATION
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii) adopted
under the 1934 Act and accordingly is intended to be self-governing. To this end
the Plan requires no discretionary action by any administrative body with regard
to any transaction under the Plan. To this extent, if any, that any questions of
interpretation arise, these shall be resolved by the Board.
SECTION 5: STOCK AVAILABLE FOR AWARDS
(A) COMMON SHARES AVAILABLE. The maximum number of Shares available for
Awards under the Plan may not exceed 100,000 shares of Common Stock of
the Company.
(B) ADJUSTMENTS AND REORGANIZATIONS. The Board, as it deems appropriate to
meet the intent of the Plan, may make such adjustments to (i) the
number of Shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan, and (ii) the number and type
and exercise price of Shares subject to outstanding Stock Options,
provided any such adjustments are consistent with the effect on other
shareholders arising from any corporate restructuring action. Such
actions may include, but are not limited to, any stock dividend, stock
split, combination or exchange of shares, merger, consolidation,
spin-off, recapitalization, or other distributions (other than normal
cash dividends) of Company assets to shareholders, or any other change
affecting Shares. The Board may also make such similar appropriate
adjustments in the calculation of Fair Market Value as it deems
necessary to preserve the Participants' rights under the Plan.
Notwithstanding the foregoing, (x) Stock Options subject to grant or
previously granted under the Plan at the time of any event described
above shall be subject to only such adjustment as shall be necessary to
maintain the proportionate interest of the Participant and preserve,
without exceeding, the value of such Stock Options, and (y) the number
of Shares subject to Stock Awards under the Plan at the time of any
event described above shall be subject to only such adjustment as shall
be necessary to maintain
-2-
39
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) TRANSFERABILITY OF STOCK OPTIONS. Options granted under the Plan shall
not be transferable other than by will or under the laws of descent and
distribution, except that a Participant may, to the extent allowed by
the Board or a committee designated by the Board and in a manner
specified by the Board or such a committee, (i) designate in writing a
beneficiary to exercise the option after the Participant's death; or
(ii) transfer any option.
-3-
40
(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.
-4-
41
(F) GOVERNING LAW. The validity, construction and effect of the Plan and
any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
Last Amended October 12, 1998
-5-
42
CLASS A COMMON STOCK P R O X YPROXY
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 1999FEBRUARY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints R.C. WHITAKERHELEN P. JOHNSON-LEIPOLD and CARL G.
SCHMIDT, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class A
common stock of Johnson Worldwide Associates, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of such corporation to be
held at the Company's Headquarters, located at 1326 Willow Road, Sturtevant,
Wisconsin, on Tuesday, January 26, 1999, 9:45Thursday, February 17, 2000, 10:00 a.m. local time, and at any
adjournment or postponement thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 1999
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING
- ----------------------------------------------------------------------------------------------------------------------
1. Election of Directors byELECTION OF DIRECTORS 1- Thomas F. Pyle, Jr. |_|GLENN N. RUPP 2 -TERRY E. LONDON FOR all nominees |_| WITHHOLD authorityAUTHORITY to
By Holders of Class A Common Stock listed to the left vote for all nominees
common stock 2- Glenn N. Rupp (except as specified listed to the left
below).
(INSTRUCTIONS:left.
specified below).
--------------------------------------------------
(Instructions: To withhold authority to vote for any individual
nominee, write the number(s) of the nominee(s) in the box provided to the
right.)
--------------------------------------------------
2. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive
PlanCompany's Articles of
Incorporation to increasechange the numbername of shares authorized for |_|the Company from Johnson FOR |_| AGAINST |_| ABSTAIN
issuance from 650,000Worldwide Associates, Inc. to 900,000.Johnson Outdoors Inc.
3. Approval of the proposed amendment to the 1994 Long-TermJohnson Worldwide Associates, FOR AGAINST ABSTAIN
Inc. 1987 Employees' Stock IncentivePurchase Plan to change the period for the individual limit on |_| FOR |_| AGAINST |_| ABSTAIN
share awards.exclude participation by
certain highly compensated employees.
4. Approval of the proposed amendmentJohnson Outdoors Inc. 2000 Long-Term Stock Incentive FOR AGAINST ABSTAIN
Plan.
5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 1994 Non-Employee Director Stock
Ownership Plan to increase the number of shares |_| FOR |_| AGAINST |_| ABSTAIN
authorized for issuance from 50,000 to 100,000.
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
Dated: NO OF SHARES
--------------------
Check appropriate box ---------------------
Indicate changes below: | |
Address Change? |_| Name Change? |_| | |
---------------------Meeting.
Check appropriate box Date: NO. OF SHARES
--------------------------
Indicate changes below:
--------------------------------------------------
Address Change? Name Change?
--------------------------------------------------
SIGNATURE(S) IN BOX
Note: Please sign exactly as your name appears on
your stock certificate. Joint owners should each
sign personally. A corporation should sign full
corporate name by duly authorized officers and
affix corporate seal, if any. When signing as
attorney, executor, administrator, trustee or
guardian, give full title as such.
4332
CLASS B COMMON STOCK P R O X YPROXY
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 1999FEBRUARY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints R.C. WHITAKERHELEN P. JOHNSON-LEIPOLD and CARL G.
SCHMIDT, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class B
common stock of Johnson Worldwide Associates, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of such corporation to be
held at the Company's Headquarters, located at 1326 Willow Road, Sturtevant,
Wisconsin, on Tuesday, January 26, 1999, 9:45Thursday, February 17, 2000, 10:00 a.m. local time, and at any
adjournment or postponement thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 1999 ANNUAL MEETING
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS 1- SAMUEL C. JOHNSON 2 - ------------------------------------------------------------------------------------------------------------------------------------
1. Election of Directors by 1- Samuel C. Johnson |_|HELEN P. JOHNSON-LEIPOLD FOR all nominees |_| WITHHOLD authority to vote forAUTHORITY
By Holders of Class B Common 3- THOMAS F. PYLE, 4 - GREGORY E. LAWTON listed to the left to vote for all
Stock JR. (except as nominees listed to
the left
common stock 2- R.C. Whitaker (except as specified below). 3- Helen P. Johnson-Leipold
4- Gregory E. Lawton.
(INSTRUCTIONS:the left.
----------------------------------------------
(Instructions: To withhold authority to vote for any individual
nominee, write the number(s) of the nominee(s) in the box provided
to the right.)
----------------------------------------------
2. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive
PlanCompany's Articles of
Incorporation to increasechange the numbername of shares authorized for issuancethe Company from |_|Johnson FOR |_| AGAINST |_| ABSTAIN
650,000Worldwide Associates, Inc. to 900,000.Johnson Outdoors Inc.
3. Approval of the proposed amendment to the 1994 Long-TermJohnson Worldwide Associates, FOR AGAINST ABSTAIN
Inc. 1987 Employees' Stock Incentive |_| FOR |_| AGAINST |_| ABSTAINPurchase Plan to change the period for the individual limit on share awards.exclude participation by
certain highly compensated employees.
4. Approval of the proposed amendmentJohnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan. FOR AGAINST ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 1994 Non-Employee Director Stock
Ownership Plan to increase the number of shares authorized for |_| FOR |_| AGAINST |_| ABSTAIN
issuance from 50,000 to 100,000.
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
Dated: NO. OF SHARES
----------------
Check appropriate box -------------------------
Indicate changes below: | |
Address Change? |_| Name Change? |_| | |
-------------------------Meeting.
Check appropriate box Date: NO. OF SHARES
---------------------------
Indicate changes below:
----------------------------------------------
Address Change? Name Change?
----------------------------------------------
SIGNATURE(S) IN BOX
Note: Please sign exactly as your name appears
on your stock certificate. Joint owners should
each sign personally. A corporation should
sign full corporate name by duly authorized
officers and affix corporate seal, if any.
When signing as attorney, executor,
administrator, trustee or guardian, give full
title as such.