UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a‑101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrant

☒

Filed by a party other than the registrant

☐

Check the appropriate box:

☐	Preliminary proxy statement

☐	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒	Definitive proxy statement

☐	Definitive additional materials

☐	Soliciting material pursuant to section 240.14a‑12

Payment of filing fee (Check the appropriate box):

☒	No fee required.

 

☐	Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

 

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4) Proposed maximum aggregate value of transaction:

 

(5) Total fee paid:

 

☐	Fee paid previously with preliminary materials:

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 2, 2017

To the Shareholders of JOHNSON OUTDOORS INC.:

The Annual Meeting of Shareholders of Johnson Outdoors Inc. will be held on Thursday, March 2, 2017, at 10:00 a.m., local time, at the Company’s headquarters, located at 555 Main Street, Racine, Wisconsin, for the following purposes:

1.

To elect eight directors to serve for the ensuing year.

2.

To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending September 29, 2017.

3.

To approve a non-binding advisory proposal on executive compensation.

4.

To approve a non-binding advisory proposal on the frequency of future advisory votes on executive compensation.

5.

To consider and act on a proposal to adopt and approve amending the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan to increase the number of shares of Class A common stock available to be issued under the plan.

6.

To consider and act on a proposal to adopt and approve amending the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan, including to increase the number of shares of Class A common stock available to be issued under the plan.

7.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on Friday, December 23, 2016, will be entitled to notice of and to vote at the annual 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. The holders of Class A common stock and Class B common stock, voting as a single class, are entitled to vote on (1) the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year, (2) the non-binding advisory proposal on executive compensation, (3) the non-binding advisory proposal on the frequency of future advisory votes on executive compensation, (4) the proposal to adopt and approve an amendment to the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan, and (5) the proposal to adopt and approve amendments to the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan.

 

All shareholders of record are cordially invited to attend the meeting in person. Whether or not you plan to attend the annual meeting in person, please complete, sign, date and return the enclosed proxy in the accompanying self-addressed postage pre-paid envelope or complete your proxy by following the instructions supplied on the proxy card for voting by telephone or via the Internet (or, if your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote your shares) as soon as possible.

 

JOHNSON OUTDOORS INC.

555 Main Street

Racine, Wisconsin 53403

PROXY STATEMENT

For The 2017 Annual Meeting of Shareholders

To Be Held On March 2, 2017

Important Notice Regarding the Availability of Proxy Materials for the

2017 Annual Meeting of Shareholders to be held on March 2, 2017:

The Notice of Annual Meeting, this Proxy Statement and the Accompanying Annual Report

This Proxy Statement, which is first being mailed on or about January 13, 2017, to shareholders of record as of the close of business on December 23, 2016, is furnished in connection with the solicitation of proxies by the Board of Directors of Johnson Outdoors Inc., (the “Company”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders, to be used at the Annual Meeting of Shareholders of the Company to be held on Thursday, March 2, 2017 at 10:00 a.m., local time, at the Company’s headquarters, located at 555 Main Street, Racine, Wisconsin, and at any adjournment or postponement thereof (the “Annual Meeting”).

You may vote in any of the following ways:

1) attend the Annual Meeting and vote in person by ballot;

2) complete the enclosed proxy card and then sign, date and return it in the postage pre‑paid envelope provided; or

3) vote by telephone or the Internet by following the instructions supplied on the proxy card.

If you submit a proxy now, your right to vote at the Annual Meeting is not waived should you decide to attend in person.

Shares represented by a properly executed proxy will be voted at the Annual Meeting and, when instructions have been given by the shareholder, will be voted in accordance with those instructions. If you submit a proxy without giving voting instructions, the persons named as proxies on the proxy card will vote your shares: (1) FOR the election of the directors named in this Proxy Statement, (2) FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2017, (3) FOR approval of the non-binding advisory proposal on executive compensation, (4) FOR approval of the non-binding advisory proposal on the frequency of future advisory votes on executive compensation, (5) FOR the adoption and approval of an amendment to the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan (the “2012 Director Plan”) to increase the number of shares available to be issued thereunder and (6) FOR the adoption and approval of amendments to the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan (the “ESPP”), including to increase the number of shares available to be issued thereunder.

As of the date of this Proxy Statement, the Company does not expect any matters to be voted upon at the Annual Meeting other than the proposals set forth in the accompanying Notice of Annual Meeting of Shareholders.  If any other matters properly come before the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, a properly executed proxy gives the persons named as proxies on the proxy card authority to vote on such matters.  The individuals named and acting as proxies will have the authority to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.  If the Annual Meeting is adjourned or postponed, a proxy will remain valid and may be voted at the adjourned or postponed meeting.

 

You may revoke your proxy at any time before it is actually voted by giving written notice to the Secretary of the Company, requesting a ballot at the Annual Meeting and voting in person or by submitting a duly executed proxy bearing a later date. Attendance at the Annual Meeting will not, by itself, revoke a proxy. If you have given voting instructions to a broker, nominee, fiduciary or other custodian that holds your shares in “street name,” you may revoke those instructions by following the directions given by the broker, nominee, fiduciary or other custodian. If a shareholder properly signs and returns the proxy card but does not specify how to vote, then the shareholder’s shares will be voted FOR the election of the directors listed in the enclosed proxy, FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year, FOR approval of the non-binding advisory proposal on executive compensation, FOR approval of the non-binding advisory proposal on the frequency of future advisory votes on executive compensation, FOR the adoption and approval of the amendment to the 2012 Director Plan and FOR the adoption and approval of the amendments to the ESPP.

Telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Shareholders voting via the Internet should understand that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that the shareholder must bear.

The record date for shareholders entitled to notice of and to vote at the Annual Meeting is December 23, 2016.  On the record date, the Company had outstanding and entitled to vote 8,771,165 shares of Class A common stock and 1,212,006 shares of Class B common stock. A majority of the votes entitled to be cast at the Annual Meeting, represented either in person or by proxy, shall constitute a quorum with respect to the meeting.  Holders of Class A common stock, voting as a separate class, elect two directors and are entitled to one vote per share for directors designated to be elected by holders of Class A common stock. Holders of Class B common stock elect the remaining directors and are entitled to one vote per share for directors designated to be elected by holders of Class B common stock. Holders of Class A common stock and Class B common stock voting together as a single voting group are entitled to vote on the proposal to ratify RSM US LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year, to vote to approve the non-binding advisory proposal on executive compensation, to vote on the non-binding advisory proposal on the frequency of future advisory votes on executive compensation, to vote on the proposal to adopt and approve an amendment to the 2012 Director Plan and to vote on the proposal to adopt and approve amendments to the ESPP.  The holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to ten votes per share on these proposals.  Approval of any other matter not specified in the Notice of Annual Meeting of Shareholders that may properly be presented at the Annual Meeting will require that the number of votes properly cast in favor of such matter exceed the number of votes properly cast against such matter, with the holders of the Class A common stock entitled to one vote per share and the holders of Class B common stock entitled to ten votes per share.  Abstentions and broker non-votes (i.e., shares held by brokers in “street name,” voting on certain matters due to discretionary authority or instructions from the beneficial owners but not voting on other matters due to lack of authority to vote on such matters without instructions from the beneficial owner) will count toward the quorum requirement but will not count toward the determination of whether the directors are elected or whether such other matters are approved.  The Inspector of Election appointed by our Board of Directors will count the votes and ballots.

 

PROPOSAL 1:  ELECTION OF DIRECTORS

Eight 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 the Company’s Class A common stock have the right to elect 25 percent, or the next highest whole number, of the authorized number of directors and the holders of the Company’s Class B common stock are entitled to elect the remaining directors. At the Annual Meeting, holders of Class A common stock will be entitled to elect two directors and holders of Class B common stock will be entitled to elect six directors. Terry E. London and John M. Fahey, Jr. (the “Class A Directors”) are the Board nominees designated to be voted on by the holders of Class A common stock, and Helen P. Johnson-Leipold, Thomas F. Pyle, Jr., Kathy Button Bell, Edward F. Lang, Richard (“Casey”) Sheahan, and Edward Stevens (the “Class B Directors”) are the Board nominees designated to be voted on by the holders of Class B common stock.  As indicated below, all of the individuals nominated by our Board of Directors are each an incumbent director.

Properly completed proxies (whether by Internet, telephone or mail) received from holders of Class A common stock will, unless otherwise directed, be voted for the two nominee Class A Directors and properly completed proxies (whether by Internet, telephone or mail) received from holders of Class B common stock will, unless otherwise directed, be voted for the six nominee Class B Directors. Proxies of holders of Class A common stock cannot be voted for more than two persons and proxies of holders of Class B common stock cannot be voted for more than six 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 assuming a quorum is present at the Annual Meeting. “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 Annual Meeting by such class. Consequently, the eight directors receiving the most votes, taking into account the Company’s two class voting structure, will be elected to the Board of Directors.

Director Qualifications

The following table provides information as of the date of this Proxy Statement about each nominee for election to the Board of Directors at the Annual Meeting. The Company anticipates that the nominees for election as directors will be candidates when the election is held. However, 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 and taking into account our two class voting structure, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors). The information presented includes information each nominee or director has given the Company about his or her age, his or her principal occupation and business experience for at least the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years.  The Nominating and Corporate Governance Committee regularly evaluates the mix of experience, qualifications, attributes and skills of the Company’s directors using a matrix of areas that the Committee considers important for the Company’s business and its strategic objectives.  In addition to the information presented below regarding the nominee’s specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee to the conclusion that the nominee should serve as a director, the Nominating and Corporate Governance Committee also considered the qualifications and criteria described below under “Corporate Governance Matters – Director Nominations” with the objective of creating a complementary mix of directors.

 

 

 

 

 

 

Board of Directors Recommendation

The Company’s Board of Directors recommends that shareholders vote “FOR” the election of each nominee listed above as a director of Johnson Outdoors Inc.

DIRECTORS’ MEETINGS AND COMMITTEES

Meetings and Attendance

The Board of Directors has standing Executive, Audit, Compensation, and Nominating and Corporate Governance Committees.  During the year ended September 30, 2016 (“fiscal 2016”), there were 6 meetings of the Board of Directors, 7 meetings of the Audit Committee, 4 meetings of the Compensation Committee, 2 meetings of the Nominating and Corporate Governance Committee and no meetings of the Executive Committee. Each director attended at least 75 percent of the aggregate number of (i) meetings of the Board of Directors held during the period for which he or she was a director during fiscal 2016 and (ii) meetings of the committees on which the director served during fiscal 2016.

Executive sessions or meetings of outside (non-management) directors without management present are held regularly for a general discussion of relevant subjects. In fiscal 2016, the outside directors met in executive session at least two times in accordance with the requirements of the NASDAQ Stock Market.

Committees

Executive Committee.  The Executive Committee assists the Board of Directors in developing and evaluating general corporate policies and objectives and in discharging the Board of Directors’ responsibilities with respect to the management of the business and affairs of the Company when it is impracticable for the full Board to act. Present members of the Executive Committee are Ms. Johnson-Leipold and Mr. Pyle.

Audit Committee.  The Audit Committee presently consists of Messrs. London (Chairman), Pyle, Lang and Sheahan. The Audit Committee’s primary duties and responsibilities are to: (1) appoint the Company’s independent registered public accounting firm and determine its compensation; (2) serve as an independent and objective party to monitor the Company’s compliance with legal and regulatory requirements and the Company’s financial reporting, disclosure controls and procedures and internal controls and procedures; (3) review, evaluate and oversee the audit efforts of the Company’s independent registered public accounting firm and internal auditors; (4) provide an open avenue of communication among the independent registered public accounting firm, management, the internal auditors and the Board of Directors; and (5) prepare the Audit Committee Report required to be included in the Company’s annual proxy statement. The Audit Committee has the direct authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm, and is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee’s report required by the rules of the Securities and Exchange Commission (“SEC”) appears beginning on page 16.

 

Compensation Committee.  The Compensation Committee presently consists of Messrs. Pyle (Chairman), Fahey, London and Ms. Button Bell. The Compensation Committee administers the Company’s compensation programs and the compensation of the Company’s directors, officers and, at the option of the Committee, other managerial personnel of the Company and its subsidiaries, including, without limitation, fixing the cash compensation of such persons, establishing and administering benefit plans for such persons and determining benefits thereunder. Generally, the Compensation Committee also administers all incentive compensation and equity-based plans, such as stock option, restricted stock and restricted stock unit plans, in accordance with the terms of such plans, and approves awards under the incentive compensation and equity-based plans.  The Compensation Committee also reviews and makes recommendations to the Board of Directors with respect to the compensation of the Company’s outside directors.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee presently consists of Messrs. Fahey (Chairman), Lang and Pyle. The Nominating and Corporate Governance Committee provides assistance to the Board of Directors in fulfilling its responsibilities by: (1) identifying individuals qualified to become directors and recommending to the Board of Directors candidates for all directorships to be filled by the Board of Directors or by the shareholders of the Company; (2) identifying directors qualified to serve on the committees established by the Board of Directors and recommending to the Board of Directors members for each committee to be filled by the Board of Directors; (3) reporting annually to the Board of Directors regarding the Nominating and Corporate Governance Committee’s evaluation and assessment of the performance of the Board, and (4) taking a leadership role in shaping the corporate governance of the Company.

Charters of Committees

The Board of Directors has adopted a written charter for each of its Committees which may be amended from time to time.  The Company makes available copies of each of these charters on its website at www.johnsonoutdoors.com, 24 hours a day and free of charge.  The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Proxy Statement.

CORPORATE GOVERNANCE MATTERS

Director Independence

The Board of Directors has determined that the Company is a “Controlled Company,” as defined in NASDAQ Stock Market Listing Rule 5615(c)(1). The Board has based this determination on the fact that Helen P. Johnson-Leipold is deemed to be the beneficial owner of more than 50 percent of the voting power of the Company. The Company, therefore, is exempt from certain independence requirements of the NASDAQ Stock Market rules, including the requirement to maintain a majority of independent directors on the Company’s Board of Directors and the requirement to maintain a Nominating and Corporate Governance Committee and a Compensation Committee composed entirely of independent directors. Notwithstanding such exemption, the Board of Directors has reviewed the independence of the nominees for election to the Board at the Annual Meeting under the applicable standards of the NASDAQ Stock Market. Based upon this review, of the eight nominees, the Board of Directors has determined that each of the following directors was independent under the NASDAQ listing standards:

 

The Board of Directors determined that Ms. Johnson-Leipold was not independent in accordance with the NASDAQ standards because she is an executive officer of the Company.

Board Leadership Structure

The Board of Directors determines whether it is appropriate to combine or separate the roles of Chairman of the Board and Chief Executive Officer depending on the Company’s circumstances at the time.  Ms. Johnson‑Leipold currently serves as the Company’s Chief Executive Officer and as Chairman of the Board of Directors.  Ms. Johnson-Leipold possesses extensive experience in the industries in which the Company operates, and in-depth knowledge of the issues, opportunities and challenges the Company faces, and is thus best positioned to develop agendas and highlight issues that ensure that the Board of Directors’ time and attention are focused on the most critical matters.  In addition, the Board of Directors has determined that this leadership structure is optimal because it believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and effective leadership, as well as clear accountability.  Having one person serve as Chairman and Chief Executive Officer also enhances the Company’s ability to communicate its message and strategy clearly and consistently to its shareholders, employees, and business partners, particularly during times of turbulent economic and industry conditions.  Although the Company believes that the combination of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, it will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, separation of these offices would serve the Company’s best interests and the best interests of its shareholders.

Thomas F. Pyle, Jr., the Company’s Vice Chairman of the Board, serves as the Company’s lead outside or independent director. In his capacity as lead outside or independent director, Mr. Pyle coordinates the activities of the independent directors and serves as a liaison between the Chairman and the independent directors. Mr. Pyle also presides at the executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors.

The Board’s Role in Risk Oversight

The Company has established a Risk Committee, which is primarily responsible for the Company’s enterprise risk assessment and enterprise risk management policies. The Risk Committee is co-chaired by the Company’s Chief Financial Officer and its Managing Director, Legal Affairs and includes various other members of senior management. The role of the Board of Directors in the Company’s risk oversight process includes receiving reports and presentations from the Risk Committee on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic and reputational risks, and any measures taken or recommended by the Committee to mitigate risk.  The Board of Directors regularly reviews and discusses areas of material risk at its meetings.

 

As noted above, the Company has established a Risk Committee, which is primarily responsible for the Company’s enterprise risk assessment and enterprise risk management policies. Notwithstanding such delegation of responsibility by the Company’s Board of Directors, the Board has reserved to the Company’s Compensation Committee primary oversight responsibility to ensure that compensation programs and practices of the Company do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls. As part of this process, the Company (with the oversight of the Compensation Committee) designs the Company’s overall compensation programs and practices, including incentive compensation for both executives and non-executive employees, in a manner intended to support its strategic priorities and initiatives to enhance long-term sustainable value without encouraging unnecessary or unreasonable risk-taking. At the same time, the Company recognizes that its goals cannot be fully achieved while avoiding all risk. The Compensation Committee (along with assistance from management) periodically reviews the Company’s compensation programs and practices in the context of its risk profile, together with its other risk mitigation and risk management programs, to ensure that these programs and practices work together for the long-term benefit of the Company and its shareholders. Based on its recently completed review of the Company’s compensation programs, the Compensation Committee concluded that the Company’s incentive compensation policies for both executive and non-executive employees have not materially and adversely affected the Company by encouraging unreasonable or excessive risk-taking in the recent past, are not likely to have a material adverse effect in the future and provide for multiple and reasonably effective safeguards to protect against unnecessary or unreasonable risk-taking.

Director Nominations

The Company has a standing Nominating and Corporate Governance Committee. Based upon the review described under “Corporate Governance Matters – Director Independence,” the Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the applicable standards of the NASDAQ Stock Market.

The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Secretary of the Company in writing, together with appropriate biographical information concerning each proposed nominee, including the following information: (1) the name, address (business and residence), date of birth and principal occupation or employment (present and for the past five years) of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of the common stock (of each class) beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934, as amended) by each such proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to section 14(a) of the Securities Exchange Act of 1934, as amended; and (4) the name and address (business and residential) of the shareholder making the recommendation and the number of shares of the common stock (regardless of class) beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934, as amended) by the shareholder making the recommendation. The Company may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a director of the Company. The Company’s Bylaws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by the shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give notice of intent to make such a nomination to the Secretary of the Company in advance of the meeting in compliance with the terms and within the time period specified in the Bylaws. Pursuant to these requirements, a shareholder must give a written notice of intent to the Secretary of the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

 

The Nominating and Corporate Governance Committee will consider any nominee recommended by a shareholder in accordance with the preceding paragraph under the same criteria as any other potential nominee. In identifying and evaluating nominees for director, the Nominating and Corporate Governance Committee of the Board of Directors seeks to ensure that the Board of Directors possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board of Directors is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to the Company. In addition, the Nominating and Corporate Governance Committee believes it is important that at least one director have the requisite experience and expertise to be designated as an “audit committee financial expert.” The Nominating and Corporate Governance Committee looks at each nominee on a case‑by‑case basis regardless of who recommended the nominee. In looking at the qualifications of each candidate to determine if their election would further the goals described above, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. At a minimum, each director nominee must have displayed the highest personal and professional ethics, integrity, values and sound business judgment. In addition, the Nominating and Corporate Governance Committee believes that the following specific qualities and skills are necessary for all Company directors to possess:

·

A director should be highly accomplished in his or her respective field, with superior credentials and recognition.

·

A director should have expertise and experience relevant to the Company’s business and strategic objectives, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience.

·

A director must have time available to devote to activities of the Board of Directors and to enhance his or her knowledge of the Company’s business.

·

A director should have demonstrated the ability to work well with others. The Company does not have a formal policy for the consideration of diversity by the Nominating and Corporate Governance Committee in identifying nominees for director.  Diversity is one of the factors the Nominating and Corporate Governance Committee may consider and in this respect diversity may include race, gender, national origin or other characteristics.

The Nominating and Corporate Governance Committee considered several candidates for appointment to the Board of Directors in fiscal 2016.  The Company’s Chief Information Officer recommended to the Board of Directors that Mr. Edward Stevens be invited to address the directors during fiscal 2016 on the topics of digital strategy and e-commerce.  Mr. Stevens was known to the Chief Information Officer and other Company personnel as a result of his work with Shopatron, a third-party e-commerce vendor that provided support to the Company over the last ten years.  The Company’s exposure to Mr. Stevens combined with further due diligence led by Mr. Fahey, one of the Company’s outside directors and Chairman of the Nominating and Corporate Governance Committee, led to the decision that Mr. Stevens’ experience and areas of expertise were relevant to the Company’s business and strategic objectives. Based on the considerations described above, the Nominating and Corporate Governance Committee nominated, and the Board of Directors appointed, Mr. Stevens as a director on November 1, 2016, to fill the vacancy created by Mr. McCollum’s retirement from the Board of Directors effective as of the same date.

 

Communications between Shareholders and the Board of Directors; Director Attendance at Annual Meetings

Shareholders may communicate with the Board of Directors by writing to the Board of Directors (or, at the shareholder’s option, to a specific director) care of the Secretary of the Company at Johnson Outdoors Inc., 555 Main Street, Suite 342, Racine, Wisconsin 53403. Subject to the conditions described below, the Secretary will ensure that this communication (assuming it is properly addressed to the Board of Directors or to a specific director) is delivered to the Board of Directors or the specified director, as the case may be. Each such communication should indicate that the sender is a shareholder of the Company and that the sender is directing the communication to one or more individual directors or to the Board of Directors as a whole.

All communications will be compiled by the Company’s Secretary and submitted to the Board of Directors or the individual directors on an as needed basis unless such communications are considered, in the reasonable judgment of the Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or its business or communications that relate to improper or irrelevant topics. The Secretary may also attempt to handle a communication directly where appropriate, such as where the communication is a request for information about the Company or where it is a stock-related matter.

Directors are encouraged to attend the Company’s Annual Meeting of Shareholders. All of the incumbent directors, except for Mr. Fahey who was unable to attend due to travel disruptions caused by inclement weather, who were serving as a director at the time of the meeting attended the Company’s Annual Meeting of Shareholders that occurred on March 2, 2016.

Employee Code of Conduct and Code of Ethics; Corporate Governance Guidelines; and Procedures for Reporting of Accounting Concerns

The Company has adopted an Employee Code of Business Conduct (the “Code of Conduct”). The Company requires all directors, officers and employees to adhere to the Code of Conduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct requires the Company’s directors, officers and employees to avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interests. The Company has placed a copy of the Code of Conduct on its website located at www.johnsonoutdoors.com. In addition, all directors, officers and salaried employees are required to complete compliance training on the Code of Conduct and certain other subjects.

The Company also adopted a Code of Ethics for the Chief Executive Officer and Senior Financial and Accounting Officers (the “Code of Ethics”), which governs the conduct of the Company’s Chief Executive Officer, Chief Financial Officer and its other senior financial and accounting officers and executives. The Code of Ethics supplements the Code of Conduct and is intended to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest; provide full, fair, accurate, timely and understandable disclosure in the Company’s public documents; promote compliance with applicable laws and regulations; ensure the prompt reporting of violations of the Code of Ethics; and provide accountability for adherence to the Code of Ethics. The Company has placed a copy of the Code of Ethics on its website located at www.johnsonoutdoors.com. The Company intends to disclose any amendments to, or waivers from, the Code of Ethics on its corporate website.

 

In addition, the Company has adopted a set of Corporate Governance Guidelines (the “Corporate Governance Guidelines”).  The Corporate Governance Guidelines have been established to assist the Board of Directors in the exercise of its responsibilities and to reflect the Board’s commitment to monitoring the effectiveness of policy and decision making at both the Board and management levels.  The Corporate Governance Guidelines address issues such as composition of the Board, independence criteria for Board members, Board leadership, evaluating performance of the Board, directors’ responsibilities, the Board’s relationship with senior management, Committee matters and director continuing education.  The Company has placed a copy of the Corporate Governance Guidelines on its website located at www.johnsonoutdoors.com.

Further, the Company has established “whistle-blower procedures” which provide a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. These procedures provide protections to employees who report possible Company misconduct.

Assessing the Performance of the Board and Individual Directors

The Nominating and Corporate Governance Committee is responsible for annually reporting to the Board of Directors regarding the Committee’s assessment and evaluation of the performance of the Board as a whole. This report and assessment is discussed with the full Board and includes specific review of performance areas in which the Nominating and Corporate Governance Committee believes a better contribution could be made. The purpose of this assessment and evaluation is to increase the effectiveness of the Board as a whole and not necessarily to focus on individual Board members.

Hedging and Margin Account Policies

The Company’s stock trading policies prohibit directors and the Company’s employees, including its executive officers, from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including zero-cost collars and forward sale contracts; (ii) engaging in short sales related to the Company’s common stock; and (iii) maintaining margin accounts. All transactions in Johnson Outdoors securities by directors and executive officers must be pre-cleared with the Company’s Chief Financial Officer and its Managing Director, Legal Affairs.

AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee is comprised of four members of the Company’s Board of Directors. Based upon the review described under “Corporate Governance Matters – Director Independence,” the Board of Directors has determined that each member of the Audit Committee is independent under the applicable standards and rules of the NASDAQ Stock Market and the rules of the SEC. The duties and responsibilities of the Company’s Audit Committee are set forth in the Audit Committee Charter, which may be found on the Company’s website at www.johnsonoutdoors.com.

 

In accordance with its written charter adopted by the Board of Directors, the Audit Committee has oversight responsibility for the quality and integrity of the financial reporting practices of the Company. While the Audit Committee has oversight responsibility, the primary responsibility for the Company’s financial reporting, disclosure controls and procedures and internal control over financial reporting and related internal controls and procedures rests with management, and the Company’s independent registered public accounting firm is responsible for auditing the Company’s financial statements. In discharging its oversight responsibility as to the audit process, the Audit Committee has:

·

reviewed and discussed the Company’s audited financial statements for the fiscal year ended September 30, 2016 with the Company’s management and with the Company’s independent registered public accounting firm;

·

discussed with the Company’s independent registered public accounting firm the matters required to be discussed by SAS No. 61, “Communications with Audit Committees,” as amended (American Institute of Certified Public Accountants, Professional Standards Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

·

received and discussed with the Company’s independent registered public accounting firm the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence; and

·

discussed with the independent registered public accounting firm without management present the firm’s independence.

Based upon the above-described review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 for filing with the SEC.

Audit Committee Financial Expert

The Company’s Board of Directors has determined that at least one of the members of the Audit Committee, Terry E. London, qualifies as an “audit committee financial expert” as defined by the rules of the SEC based on his work experience and education.

Fees of Independent Registered Public Accounting Firm

The following table summarizes the fees the Company was billed for audit and non-audit services rendered by the Company’s independent registered public accounting firm, RSM US LLP, related to fiscal years 2016 and 2015.

 

 

(1)

Includes fees for: professional services rendered in connection with the audit of the Company’s financial statements for the fiscal years ended September 30, 2016 and October 2, 2015; the reviews of the financial statements included in each of the Company’s quarterly reports on Form 10‑Q during such fiscal years; and consents and assistance with documents filed by the Company with the SEC.  These fees include the services provided by affiliate firms as part of the consolidated audit and for foreign statutory audits.

(2)	All other fees relate to tax assistance and the financial statement audits of the Company’s three employee benefit plans, one of which is included on Form 11-K which is filed annually with the SEC.

The Audit Committee of the Board of Directors of the Company considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of RSM US LLP.

The Audit Committee is responsible for reviewing and pre-approving any non-audit services to be performed by the Company’s independent registered public accounting firm. These non-audit services are evaluated by the Audit Committee taking into account scope, fees, and applicable laws and regulations (including SEC rules) related to the independence of the independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chairman of the Audit Committee to act between meetings of the Audit Committee. Any pre-approval given by the Chairman of the Audit Committee pursuant to this delegation is presented to the full Audit Committee at its next regularly scheduled meeting.

Each new engagement of the Company’s independent registered public accounting firm to perform non-audit services has been approved in advance by the Audit Committee or the Chairman of the Audit Committee pursuant to the foregoing procedures.

PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Our Audit Committee has appointed RSM US LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending September 29, 2017. Unless otherwise directed, proxies will be voted FOR the ratification of such appointment.

Although this appointment is not required to be submitted to a vote of shareholders, our Board of Directors believes it appropriate as a matter of policy to request that our shareholders ratify the appointment.  If shareholder ratification is not received, the Board of Directors will reconsider the appointment, and may retain that firm or another firm without resubmitting the matter to the Company’s shareholders.  Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the fiscal year if it determines that such change would be in the Company’s best interests.

It is expected that a representative of RSM US LLP will be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

 

If a quorum exists, the approval of the ratification of RSM US LLP requires that the number of votes properly cast for this proposal exceed the number of votes properly cast against this proposal.  Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved and will have no impact on the vote.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” ratification of the appointment of RSM US LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending September 29, 2017.

STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth certain information as of November 25, 2016 regarding the beneficial ownership of each class of Company common stock by each director, each person known by the Company to own beneficially more than 5 percent of either class of the Company’s common stock (including any “group” as set forth in Section 13(d)(3) of the Exchange Act), each of the officers named in the Summary Compensation Table in this Proxy Statement (the “named executive officers”), and all directors and current executive officers as a group based upon information furnished by such persons or in information otherwise publicly available in filings with the SEC.

The Company has determined beneficial ownership in accordance with the rules of the SEC. Except as indicated in the footnotes, the persons listed below have sole voting and investment power over the shares beneficially owned. Shares of common stock subject to options that are either currently exercisable or exercisable within 60 days of November 25, 2016 or restricted stock units (with each unit representing one share of Class A common stock issuable on such vesting date) which are vested or which vest within 60 days of November 25, 2016 are treated as outstanding and beneficially owned by the holder for the purpose of computing the percentage ownership of the holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person, except with respect to restricted stock units that have vested and been issued as shares of Class A common stock. The table lists applicable percentage ownership based on 8,778,028 shares of Class A common stock and 1,212,006 shares of Class B common stock outstanding as of November 25, 2016.

 

 

---

*

The amount shown is less than 1 percent 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 thereof. As a result, a holder of Class B Shares is deemed to beneficially own an equal number of Class A Shares. However, in order to avoid overstatement of the aggregate beneficial ownership of Class A Shares and Class B Shares, the Class A Shares reported in the table does not include Class A Shares which may be acquired upon the conversion of Class B Shares.

(2)

Johnson Bank reports sole voting and investment power with respect to 484,917 Class A Shares and 21,772 Class B Shares, and shared voting and investment power with respect to 2,460,029 Class A Shares and 21,058 Class B Shares. Of the 2,460,029 Class A Shares for which Johnson Bank reports shared voting and investment power, Ms. Johnson-Leipold also reports beneficial ownership of 1,039,873 of these shares and Dr. Johnson also reports beneficial ownership of 275,217 of these shares. Ms. Johnson-Leipold is indirectly the controlling shareholder of Johnson Bank.

 

(3)

Ms. Johnson-Leipold reports shared voting and investment power with respect to all of the Class A Shares (other than with respect to 335,381 Class A Shares). Ms. Johnson-Leipold beneficially owns such Class A Shares indirectly as the settlor and beneficiary of a trust and through such trust as a general partner of certain limited partnerships controlled by certain members of Samuel C. Johnson’s family or related entities (the “Johnson Family”) and as a controlling shareholder, with trusts for the benefit of the Johnson Family, of certain corporations. Of the 1,154,337 Class A shares for which Ms. Johnson-Leipold reports shared voting and investment power, Johnson Bank also reports beneficial ownership of 1,039,873 of these shares and Dr. Johnson also reports beneficial ownership of 29,308 of these shares. Ms. Johnson-Leipold reports sole voting and investment power with respect to 1,168,366 Class B Shares directly held by the Johnson Outdoors Inc. Class B Common Stock Voting Trust, of which she is voting trustee. The 335,381 Class A Shares for which Ms. Johnson-Leipold reports sole voting and investment power include 65,613 shares of restricted stock previously awarded to Ms. Johnson-Leipold.  400,228 of the Class A shares held in trusts, 241,731 of which Ms. Johnson-Leipold reports sole voting and investment power and 158,497 of which Ms. Johnson-Leipold reports shared voting and investment power with Johnson Bank, are pledged as collateral to secure a non-Johnson Outdoors business line of credit and a non-Johnson Outdoors business note.

(4)

Dr. Johnson reports sole voting and investment power with respect to 197,640 Class A Shares, which he holds directly, as the sole trustee of the Herbert F. Johnson Distributing Trust and as the controlling shareholder of S.C. Johnson & Son, Inc. Dr. Johnson reports shared voting and investment power with respect to 640,565 Class A Shares, which are held either by Dr. Johnson’s revocable trusts or by certain partnerships or corporations in which Dr. Johnson or his revocable trust are general partners or shareholders. Of the 640,565 Class A Shares for which Dr. Johnson reports shared voting and investment power, Johnson Bank reports beneficial ownership of 275,217 of these shares and Ms. Johnson‑Leipold also reports beneficial ownership of 29,308 of these shares.

(5)

The information is based on a Schedule 13G/A dated December 31, 2015 and filed on February 9, 2016 by Dimensional Fund Advisors LP, a registered investment advisor (“Dimensional”), with the SEC reporting its beneficial ownership as of December 31, 2015. Dimensional is a registered investment adviser and reported sole voting power with respect to 742,302 of the reported shares and sole investment power with respect to all 747,386 of the voting shares.  Dimensional disclaims beneficial ownership of all of the reported shares, which are owned by advisory clients of Dimensional.

(6)	Does not include 2,656 shares related to vested restricted stock units for which an election has been made to defer receipt of underlying shares.

(7)	Does not include 3,976 shares related to vested restricted stock units for which an election has been made to defer receipt of underlying shares.

(8)	Does not include 2,424 shares related to vested restricted stock units for which an election has been made to defer receipt of underlying shares.

At November 25, 2016, the Johnson Family beneficially owned 3,870,185 Class A Shares, or approximately 44.1% of the outstanding Class A Shares, and 1,211,196 Class B Shares, or approximately 99.9% of the outstanding Class B Shares.

EXECUTIVE OFFICERS

The following table provides information as of the date of this Proxy Statement about each of the Company’s current executive officers who are not nominees for election to the Board of Directors at the Annual Meeting.  The information presented includes information each executive officer has given the Company about his or her age and his or her principal occupation and business experience for the past five years:

 

 

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis addresses the Company’s compensation philosophy, objectives, process and actions specific to fiscal 2016, and the first part of fiscal 2017 prior to the date of this Proxy Statement, for the Company’s current Chief Executive Officer and Chief Financial Officer.  Throughout this Proxy Statement, these two executive officers are referred to as the “named executive officers.”  Ultimate responsibility for establishing, implementing and monitoring the total compensation of the named executive officers rests with the Compensation Committee of the Board of Directors.  The named executive officers for fiscal 2016 were:

·

Helen P. Johnson-Leipold, Chairman of the Board and Chief Executive Officer; and

·

David W. Johnson, Vice President and Chief Financial Officer.

The compensation of these individuals is presented in the tables and other quantitative information that follows this section.

Our Compensation Philosophy

Johnson Outdoors believes it is important to provide compensation that at a minimum reflects base salary levels which are competitive with executive officers in other industry-related public companies of similar structure and size.  The Company further believes that it is appropriate and desirable to have meaningful incentive plans for our named executive officers to help attract and retain high performing individuals and drive positive economic performance and enhanced shareholder value.  Further, these performance-based incentive plans should constitute a meaningful portion of the total compensation opportunity for the Company’s named executive officers, with a balanced focus on short- and long-term performance.  This philosophy is the foundation for the following objectives.

 

Our Compensation Objectives

The objectives of the Compensation Committee in establishing compensation arrangements for the Company’s named executive officers are to:

·

Attract, retain and motivate qualified executives who are important to the success of Johnson Outdoors with a straightforward, understandable compensation program;

·

Provide strong financial incentives, at reasonable cost, for positive financial performance and enhanced value of a shareholders’ investment in the Company; and

·

Create compensation packages which provide strong incentives for long-term success and performance without encouraging unreasonable or excessive risk-taking.

The compensation program that has been developed and implemented by the Compensation Committee to achieve these objectives has the following features:

·

The compensation paid to our named executive officers on a yearly basis consists mainly of three components: 1) base salary; 2) potential annual cash bonuses based on performance; and 3) equity-based compensation in the form of grants of performance-based restricted stock units which are tied to achieving certain financial objectives to be measured over a three-year performance period, and with the exception of the CEO, grants of shares of restricted stock with service-based vesting criteria.

·

We provide our named executive officers with a modest level of “perquisites” or other benefits that are not available to all of our employees. “All Other Compensation” reported in the Summary Compensation Table in this Proxy Statement constituted less than 2% of “Total Compensation” for our named executive officers for fiscal 2016.

·

Base salaries are based on a periodic review of comparable compensation levels in the market which we believe to be competitive and fair.  See “Peer Group Benchmarking” below.

·

Total compensation is higher for individuals with greater responsibility and a greater ability to influence company-wide performance.  In addition, the compensation program is designed so that a significant portion of total potential compensation for our named executive officers is at risk, in that it is contingent on actual company and personal performance.

·

The Johnson Outdoors Inc. Worldwide Key Executives Discretionary Bonus Plan (the “Cash Bonus Plan”) provides for annual bonus payouts based on (1) achieving specific company-wide objective financial criteria, including minimum financial performance targets that must be met as a condition to payouts under the Plan, and (2) achieving individual performance objectives.

·

The Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan (the “Stock Incentive Plan”) specifically prohibits discounted stock options.

·

Johnson Outdoors does not currently provide our named executive officers with any supplemental executive retirement plan or similar benefits or any severance or other special benefits (other than certain vesting of equity compensation under the terms of the Stock Incentive Plan) triggered by a change of control.

The above noted compensation program features are described in detail in the following sections of this Compensation Discussion and Analysis, entitled “Our Compensation Process,” “Peer Group Benchmarking,” “Components of Executive Compensation” and “Change of Control and Severance Benefits.”

 

At our 2016 Annual Meeting of Shareholders, pursuant to a non-binding, advisory vote, shareholders approved the compensation of our named executive officers as disclosed in the Proxy Statement for the 2016 Annual Meeting by a vote of 19,565,758 shares in favor to 149,213 against (taking into account the fact that holders of Class B shares of common stock are entitled to 10 votes per share when voting together with holders of Class A shares of common stock).  The Compensation Committee has reviewed and considered the results of this advisory shareholder vote and believes it shows support by the shareholders for the Company’s compensation philosophy and the executive compensation programs that implement this compensation philosophy.  The Company’s Board of Directors has determined that shareholder advisory votes on executive compensation will occur every year.  The rules of the SEC require that we submit to a vote of our shareholders once every six years a non-binding advisory proposal on the frequency of future shareholder advisory votes on executive compensation (called “Say on Pay” votes).  Shareholders may vote on an advisory basis as to whether future “Say on Pay” votes should occur every 1 year, 2 years or 3 years.  In connection with the Annual Meeting, the Company has included a shareholder advisory proposal on determining the frequency of future advisory votes on executive compensation.

As described above under the Section “Corporate Governance Matters - The Board’s Role in Risk Oversight,” the Compensation Committee has primary oversight responsibility to ensure that the Company’s compensation programs and practices do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls.

Our Compensation Process

Compensation for the Company’s named executive officers and, at the option of the Compensation Committee, other officers and senior managers, is evaluated and determined by the Compensation Committee of the Board of Directors.  The Compensation Committee consists of four independent directors under the applicable standards of the NASDAQ Stock Market.  Thomas F. Pyle, Jr. is the Chairman of the Compensation Committee and the other members of the Compensation Committee are Terry E. London, John M. Fahey, Jr. and Katherine Button Bell.  Additional information regarding the Compensation Committee is disclosed under the section “Directors’ Meetings and Committees – Compensation Committee” included elsewhere in this Proxy Statement.

The Compensation Committee views compensation as an ongoing process and may convene special meetings in addition to its regularly scheduled meetings throughout the year for purposes of evaluation, planning and appropriate action.  Many key compensation decisions for a fiscal year are made during the fourth fiscal quarter of the prior fiscal year (typically in September) as the Compensation Committee sets certain compensation targets and objectives for the coming fiscal year or other performance period.  Additional compensation decisions are made during the first quarter of the fiscal year as the Compensation Committee meets to review performance for the prior fiscal year and calculate and set target awards under the Cash Bonus Plan and Stock Incentive Plan for the current fiscal year or other performance period. Finally, at the first quarterly meeting held after the fiscal year (typically in December of the following fiscal year), the Compensation Committee reviews performance for the prior fiscal year and calculates and confirms bonus payouts, if any, under the Cash Bonus Plan with respect to the prior fiscal year, and calculates the number or amount of equity incentive compensation to be granted, if any, under the Stock Incentive Plan with respect to the target awards for the prior fiscal year or other performance period. The Compensation Committee held four meetings during fiscal 2016, as well as a meeting held on December 6, 2016 (the first quarter of fiscal 2017) in part to review performance for fiscal 2016.  At each meeting, the Compensation Committee held an executive session without management present.  The Compensation Committee receives and reviews materials in advance of each meeting, including materials that management believes will be helpful to the Committee as well as materials specifically requested by members of the Committee.

 

The Company’s management assists the Compensation Committee in its oversight and determination of compensation. Management’s role includes assisting the Compensation Committee with evaluating employee performance, assisting with establishing individual and company-wide performance targets and objectives, recommending salary levels and equity incentive grants, providing financial data on Company performance, providing calculations and reports on achievement of performance objectives and furnishing other information as requested by the Committee.  The Company’s Chief Executive Officer works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for the Company’s executive officers and other key employees, other than the Chief Executive Officer.  Members of management who were present during Compensation Committee meetings held in fiscal 2016 and the first quarter of fiscal 2017 included the Company’s Chief Executive Officer, Chief Financial Officer, Vice President – Human Resources, General Counsel, and its Managing Director, Legal Affairs.  The Compensation Committee makes all decisions regarding the compensation of the Company’s Chief Executive Officer without the Company’s Chief Executive Officer or any other member of the Company’s management present.

The Compensation Committee’s Charter authorizes the Committee to engage any compensation consultants and other advisers as the Committee may deem appropriate, and requires that the Company provide the Committee with adequate funding to engage any compensation consultants or other advisers the Committee deems it appropriate to engage.  During fiscal 2016, the Compensation Committee directly engaged Pearl Meyer, an independent compensation consultant, to assist the Company with reviewing its compensation practices and levels.  Pearl Meyer did not provide any other services to the Company or its affiliates during fiscal 2016 or during fiscal 2017 to date and the Company’s Compensation Committee determined that the engagement of Pearl Meyer to assist the Company with reviewing its compensation practices and levels did not create any conflicts of interest. See “Peer Group Benchmarking” below for additional information regarding this engagement.

Peer Group Benchmarking

As noted above, during fiscal 2016 (as well as in prior years) the Company engaged Pearl Meyer to prepare comparative compensation reports for the Compensation Committee to assist the Committee and the Company in setting compensation levels and targets for the named executive officers, directors and other members of senior management.  The Pearl Meyer comparative compensation reviews were based upon publicly-disclosed data from a peer group described below, as well as general industry compensation survey data. Pearl Meyer’s reports included detailed analysis showing how the Company’s compensation elements for each of (a) the Company’s named executive officers and senior management, including the base salary, short and long-term cash incentive compensation, equity incentive compensation and total compensation levels, and (b) the Company’s directors, including the cash, equity and total compensation levels, compared in each case to the peer group companies and general industry data included within the benchmark data. The comparative compensation reports also contained recommendations on the Company’s compensation policies for both its named executive officers and senior management and for its directors. Pearl Meyer also provided the Compensation Committee with detailed analysis on the Company’s compensation programs in terms of design, metrics and time horizons for payouts (including long-term incentive vesting schedules) to evaluate how the Company’s programs compare with (i) the peer group companies and general industry data included within the benchmark data and (ii) the consultant’s assessment of best practices.  Representatives of Pearl Meyer participated in three of the Compensation Committee’s meetings during fiscal 2016 to describe and discuss the results of their analysis during such year.  The Compensation Committee used the results of these reports and analysis in setting the compensation levels and target compensation awards, including performance- and service-based vesting criteria, where applicable, for the Company’s named executive officers and directors for fiscal 2016 and 2017.  See “Components of Executive Compensation” below for additional information.

 

The companies comprising the peer group in the 2016 Pearl Meyer comparative report were:

While the peer group companies do not necessarily compete in the Company’s specific industry or industries, they generally have similar characteristics to Johnson Outdoors, including in terms of size and scale, a consumer discretionary product focus, the manufacturing of engineered products, and global operations.

Components of Executive Compensation

For our named executive officers, the primary components of total compensation for fiscal 2016 were:

·

base salary;

·

annual cash incentive compensation under the Cash Bonus Plan; and

·

long-term incentive compensation in the form of equity awards granted under the Stock Incentive Plan.

The Compensation Committee evaluates targeted total compensation levels for the named executive officers as well as how each component fits within the targeted total compensation levels.  This evaluation is guided by the compensation objectives described above.  A large portion of potential compensation for the named executive officers is performance-based.  For performance-based compensation, the Company combines annual cash incentives with long-term equity-based incentives. The cash incentives are tied to annual, company-wide measures of operating performance and individual performance goals. The long-term equity-based compensation for fiscal 2016 was split, for executives other than the CEO, between the issuance of shares of restricted stock tied to service-based vesting criteria and an award of performance-based restricted stock units tied to achievement of certain financial objectives to be measured over a three-year performance period. During fiscal 2016, for the CEO, the long-term equity based compensation consisted solely of an award of performance-based restricted stock units tied to achievement of certain financial objectives to be measured over a three-year performance period.  The long-term equity awards help promote our executive retention objectives and provide an incentive for long-term appreciation in our stock price, whereas the annual cash incentives promote short-term financial growth and achievement of individual performance goals.

Base Salary.  Base salary is a key component of executive compensation. In determining base salaries, the Compensation Committee considers the named executive officer’s qualifications and experience, responsibilities, past performance and goals and objectives, together with salary levels for comparable positions at peer group companies and other similarly sized companies nationally, as covered in the above-referenced Pearl Meyer comparative report.  Base salaries of the named executive officers are reviewed annually by the Compensation Committee and, based upon such review, the Compensation Committee determines whether any adjustments are necessary. Base salary levels for our named executive officers are generally positioned to be competitive with market, as described above, and to be reflective of the national labor market. The Compensation Committee exercises discretion in setting base salaries within the guidelines discussed above.

 

Annual Cash Incentives.  The named executive officers and other officers and senior managers determined by the Compensation Committee are eligible to receive annual cash incentives under the Cash Bonus Plan.  While the Company principally relies on this Cash Bonus Plan for annual cash incentives, the Compensation Committee, on rare occasions, may decide to grant discretionary cash bonuses outside of this Plan based on special circumstances.

The purpose of using the Cash Bonus Plan is to drive continuous improvement year over year, enhance shareholder value and provide a framework for determining incentive compensation for our named executive officers and other officers and senior managers that financially rewards them for achieving various Company and individual performance objectives.  The annual cash incentive under this bonus plan is generally comprised of the following two components:

·

certain pre-determined Company financial performance goals (“Company financial component”); and

·

individual pre-established objectives for a participant (the “individual objectives component”).

The individual objectives component is typically tied to financial performance measures that the participant can best impact, including profitability, working capital levels, sales growth, operational efficiency, market share growth, organizational development and innovation. For fiscal 2016, the individual objectives component constituted 15% of the named executive officer’s total bonus opportunity under the Cash Bonus Plan.

The Company financial component promotes achieving Company-wide financial goals.  For fiscal 2016, we used a target level of pre-tax income and achieving a specified level of working capital as a percentage of net sales as the Company financial component. The Compensation Committee’s purpose in using various performance measures for the Cash Bonus Plan is to support the attainment of increased shareholder returns while being able to respond to changes both in our business and the overall business environment each fiscal year. For fiscal 2016, the Company financial component constituted 85% of the named executive officer’s total bonus opportunity under the Cash Bonus Plan.

The Company financial component and the individual objectives component under the Cash Bonus Plan for the coming fiscal year are chosen and set annually by the Compensation Committee at the last quarterly Compensation Committee meeting for the prior fiscal year (typically occurring in September). Target bonus awards for the coming fiscal year for each named executive officer are also generally approved at this meeting.  Target awards for each participant have historically ranged from 55% to 90% of the participant’s base salary. For fiscal 2016, the target was 90% of base salary for Ms. Johnson‑Leipold and 55% of base salary for Mr. Johnson.  The Compensation Committee believes these target award opportunities are competitive with industry practices as reflected by the Pearl Meyer comparative report described above.  The threshold or minimum financial performance level for payment of the fiscal 2016 awards under the Cash Bonus Plan was 70% of the financial performance target, in which event the participant would receive a payout at 25% of the target bonus amount.

The Compensation Committee retains the final authority to approve individual bonus payments after completion of the applicable fiscal year and may, in its sole discretion, reduce or eliminate bonuses which are otherwise earned during the fiscal year using the foregoing components or formula. In determining whether to reduce or eliminate a bonus which was otherwise earned during a given fiscal year, the Compensation Committee considers factors such as a minimum level of Company profitability and return of profits to shareholders.

 

The current maximum amount payable under the Cash Bonus Plan during any fiscal year to any person whom the Compensation Committee considers a covered employee within the meaning of section 162(m) of the Internal Revenue Code of 1986 as amended (the “Code”) is equal to $2,000,000.  For the Company financial component of the fiscal 2016 bonus, the eligible bonus could have been paid out from 0 to 200% of the target bonus award allocated to this component. The actual percentage earned inside this range is based on how well the Company performs compared to the goals for pre-tax income and working capital as a percentage of net sales. For fiscal 2016, the Company financial component exceeded goals and the bonuses were paid at 114% of the target bonus award for this component. With respect to the individual objectives component of the annual bonus, payouts also range from 0 to 200% of the target bonus award allocated to this component. The actual percentage earned inside this range is based on how well the individual objectives are satisfied compared to applicable goals as determined by the Compensation Committee.  For fiscal 2016, the individual objectives component of the bonus was paid at 85% of target bonus for Ms. Johnson‑Leipold and 90% of target bonus for Mr. Johnson.

Accordingly, for fiscal 2016, the Compensation Committee paid the following annual incentive bonuses to the named executive officers under the Cash Bonus Plan:

Based upon Pearl Meyer’s report prepared during fiscal 2016 as described above, the Compensation Committee has decided to generally keep the Cash Bonus Plan in place for fiscal 2017 and to continue to have target awards split between an individual objectives component (15% of total bonus opportunity) and a  Company financial component (85% of total bonus opportunity). Additionally, with respect to the Company financial component for fiscal 2017, the Compensation Committee has determined to: (1) continue to use a target level of pre-tax income and a specified level of working capital as a percentage of net sales; (2) set the threshold or minimum level for payouts of bonus awards at 70% of the target financial performance; (3) set the payment or funding amount at 25% of the bonus amount at the threshold target bonus level (70% of the target financial performance); and (4) set the payment or funding amount at 200% of the target bonus amount at the maximum target level. The Company believes that the foregoing elements of the Cash Bonus Plan mitigate against potential unnecessary risk taking because the plan contains a payout curve such that there is no one cliff event that has the potential to make a significant difference in the payout opportunity.

Equity Based Compensation.  The Company believes that equity-based compensation is an effective means of aligning the long-term interests of Company employees, including the named executive officers, with Company shareholders.  The Stock Incentive Plan authorizes the Compensation Committee to issue stock options, shares of restricted stock and restricted stock units, as well as other forms of equity-based compensation.  With respect to fiscal 2016, awards to the named executive officers (other than the CEO) under the Stock Incentive Plan consisted of an award of shares of restricted stock subject to service-based vesting criteria to promote our retention objectives and an award of performance-based restricted stock units tied to achievement of certain Company financial objectives to be measured over a three-year performance period. With respect to fiscal 2016, for the CEO, the long-term equity-based compensation consisted solely of an award of performance-based restricted stock units tied to achievement of certain financial objectives to be measured over a three-year performance period.

 

With respect to the portion of the equity-based award that is tied to Company performance, the Compensation Committee establishes pre-determined financial performance goals for the Company at the last quarterly Compensation Committee meeting held during the prior fiscal year (typically in September).  The amount of the target award for each participant is set by the Compensation Committee during the first quarterly Compensation Committee meeting held during the fiscal year (typically in December).

For fiscal 2016, the portion (or in the case of the CEO, the entire award) of the long-term equity-based incentive award that is performance-based is tied to three-year sales and profit goals aligned with our strategic plan and consisted of an award of performance-based restricted stock units.  These performance-based restricted stock units include the following general provisions:

·

Fifty percent of the performance-based piece of the award is tied to achievement of cumulative net sales over a three year period (fiscal 2016 - 2018) and the remaining fifty percent is tied to achievement of cumulative operating profit over the same three year period (fiscal 2016 - 2018);

·

Awards are only paid if at least 80% of the target level of net sales or operating profit are met and maximum payouts are made if 120% or more of target levels of net sales or operating profit are achieved;

·

The payouts for achievement of the threshold levels of performance are equal to 50% of the target award amount.  The payouts for achievement of maximum levels of performance are equal to 150% of the target award amount. Each of the financial metrics receives a fifty percent weighting in determining the aggregate award amount;

·

To the extent earned, awards are issued in shares of Company common stock after the end of the three year performance period;

·

Awards are subject to downward adjustments in the event the Company has not achieved a specified minimum average return on invested capital per year during the three year performance period; and

·

For fiscal 2016-2018, awards are also subject to downward adjustments (by up to 25 percentage points) related to certain qualitative business or other factors determined by the Compensation Committee.

As noted above, the performance-based equity awards granted in fiscal 2016 to our named executive officers cover a three-year performance period consisting of fiscal years 2016 through 2018, with vesting in December, 2018, depending on whether the performance criteria are satisfied.  The Compensation Committee again approved performance-based equity-based awards to our named executive officers at the beginning of fiscal 2017.  These awards consisted of performance-based restricted stock units and also cover a three-year performance period consisting of fiscal years 2017 through 2019 with vesting in December 2019, depending on whether the performance criteria are satisfied.

As noted above, the Company splits the long-term equity-based incentive award for participants other than our CEO fifty percent in shares of restricted stock tied to four year service-based cliff vesting and fifty percent in performance-based equity grants described above. With respect to the portion of an equity-based award that is service-based, the Compensation Committee establishes the amount of the target award at its first quarterly Compensation Committee meeting held during the fiscal year (typically in December).  The Compensation Committee reviews each of Company and participant performance for the fiscal year.  The Compensation Committee has discretion, depending upon Company and participant performance for the applicable fiscal year, to reduce the value of the equity award which is tied to service-based vesting. Any restricted shares which are granted for this service-based component are subject to at least four year cliff vesting periods from the date of grant.

 

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Tax and Accounting Considerations

Code section 162(m) generally disallows a tax deduction to a public corporation for non-performance-based compensation over $1,000,000 paid for any fiscal year to each of the individuals who were, at the end of the fiscal year, the corporation’s chief executive officer and the four other most highly compensated executive officers, excluding the principal financial officer. Most grants under the Stock Incentive Plan and Cash Bonus Plan are intended to satisfy the requirements for “performance-based compensation” under Code section 162(m), including the requirement that such plans be approved by shareholders. As a result, the Compensation Committee believes that such awards under these plans intended to satisfy the requirements for “performance-based compensation” under Code section 162(m) will not count against the $1,000,000 limit and will be deductible by Johnson Outdoors. Other grants or compensation paid or imputed to individual executive officers covered by Code section 162(m) may not satisfy the requirements for “performance-based compensation” and may cause “non-performance-based compensation” to exceed the $1,000,000 limit, and would then not be deductible by Johnson Outdoors to the extent it exceeds the $1,000,000 limit. Although the Compensation Committee designs certain components of executive compensation to preserve income tax deductibility, it believes that it is not in the shareholders’ interest to restrict the Compensation Committee’s discretion and flexibility in developing appropriate compensation programs and establishing compensation levels and, in some instances, the Compensation Committee may approve compensation that is not fully deductible.

Timing of Restricted Stock Grants

Generally, grants of shares of restricted stock and performance-based restricted stock units to employees (other than inducement grants to new employees) are made annually on the date of the first quarterly meeting of the Compensation Committee held in December of each year, after prior fiscal year earnings have been determined, and the amount of the actual grant can be calculated. The grant date is always the date of approval of the grant by the Compensation Committee. Accordingly, to maintain flexibility and promote retention or individual goals, other compensation arrangements such as restricted stock grants and certain annual incentive cash payments are not designed to satisfy the conditions of Code section 162(m) and therefore may not be deductible.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with our management and, based on such review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

Summary Compensation Table

The following table provides information for fiscal 2016, 2015 and 2014 concerning the compensation paid by Johnson Outdoors to the individual who served as our principal executive officer during fiscal 2016 and the person who served as our principal financial officer in fiscal 2016.  We refer to these two executive officers as our “named executive officers” in this Proxy Statement.

(1)

The named executive officers are eligible to receive annual incentive cash bonuses under the Cash Bonus Plan. The award of annual incentive cash bonuses under the Cash Bonus Plan is generally comprised of two components. The first component is based on the executive achieving pre-established individual objectives. The second component is based on the Company achieving specified financial performance component. The amounts in this column reflect the individual objectives component of the named executive officer’s annual bonus under the Cash Bonus Plan. The second component based on the Company achieving specified financial performance measures is included in the column under the heading “Non-equity Incentive Plan Comp.” when the specified financial performance measures are met.

In determining each named executive officer’s annual incentive cash bonus amount for fiscal 2016, 2015 and 2014 performance, our Compensation Committee allocated 15% of the target bonus to achieving the pre-established individual objectives component, and 85% to the Company achieving the Company financial component. For each of the individual objectives component and the Company financial component under the Cash Bonus Plan, the eligible bonus can be paid out from 0-200% of the target bonus amount for that component. The target bonus amounts for 2016, 2015, and 2014 for Ms. Johnson-Leipold were $614,059, $596,174 and $548,709 and for Mr. Johnson were $184,550, $178,655 and $173,596, respectively. If either or both components (individual objectives component and Company financial component) are achieved at targeted performance levels, the payout equals 100% of the eligible bonus for such component.

For fiscal 2016, 2015 and 2014, the annual cash bonus under the Cash Bonus Plan with respect to achieving the individual objectives component was $78,292, $80,483 and $74,076 for Ms. Johnson-Leipold and $24,914, $25,458 and $23,436 for Mr. Johnson, respectively.

For fiscal 2016, 2015 and 2014, the annual cash bonus under the Cash Bonus Plan with respect to achieving the Company financial component related to achieving a minimum level of net income and achieving a specified level of working capital as a percentage of sales. Because the payment of the portion of the cash bonus for fiscal 2014 with respect to achieving the Company financial performance component was made in the discretion of the Compensation Committee, the full amount of the bonus for fiscal 2014 is included in this column and not in the column “Non-Equity Incentive Plan Comp.” For fiscal 2014, the Company paid discretionary bonuses of $457,075 to Ms. Johnson-Leipold and $144,606 to Mr. Johnson. See footnote (3) below for a discussion of the payouts during fiscal 2016 and 2015 to the named executive officers in connection with this Company financial component when the specified financial performance measures are met.

 

(2)

The amounts in this column reflect the dollar value of long-term equity based compensation awards pursuant to the Stock Incentive Plan granted during the fiscal years indicated in the table. These amounts for each of fiscal 2016, 2015 and 2014 equal the grant date fair value of shares of restricted stock and, with respect to fiscal 2016, restricted stock units, computed in accordance with FASB Accounting Standards Codification Topic 718-10, on the date the shares of restricted stock or restricted stock units were granted. Assumptions used in the calculation of the grant date fair value are included under the caption “Stock Ownership Plans” in the Notes to the Company’s Consolidated Financial Statements in the fiscal 2016 Annual Report on Form 10-K filed with the SEC on December 13, 2016 and such information is incorporated herein by reference. With respect to fiscal 2016, the Company awarded Ms. Johnson-Leipold and Mr. Johnson 16,556 and 2,690, respectively, performance-based restricted stock units on December 1, 2015.  Additionally, Mr. Johnson has been awarded 2,690 shares of restricted stock on December 1, 2015.  The table above includes the value of these restricted stock units on the grant date based upon the probable outcome of the performance conditions as reasonably determined by the Company.  The grant date fair value of each performance-based restricted stock unit award assuming the highest level of performance was achieved over the performance period (i.e., the maximum amount) would have equaled $600,000 and $97,500 for Ms. Johnson-Leipold and Mr. Johnson, respectively.

(3)

This column includes the dollar value of all amounts earned by the named executive officers under our Cash Bonus Plan which are based upon the specified Company financial component for the applicable fiscal year. For fiscal 2016 and 2015, both of the Company’s financial performance measures were exceeded and, therefore, payout amounts are included in this column.  For fiscal 2016 and 2015, the annual cash bonus under the Cash Bonus Plan with respect to achieving the Company financial component was $595,023 and $592,894 for Ms. Johnson-Leipold and $178,829 and $177,672 for Mr. Johnson, respectively. For fiscal 2014, no amounts were earned by or paid to the named executive officers under our Cash Bonus Plan with respect to the Company financial performance component. See Discretionary Bonuses under footnote (1) above for additional information on fiscal 2014 bonus payments.

(4)

The table below shows the components of this column, which include an approved match for each named executive officer’s 401(k) plan contributions, approved contributions credited to the individual’s qualified retirement plan, approved contributions to the individual’s non-qualified retirement plan account and perquisites provided to each individual for fiscal 2016, 2015 and 2014, respectively.

 

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(a)

Perquisites consist of reimbursements made to the named executive officer under the Executive Flexible Spending Account Plan for personal financial planning services, for purchases of office equipment for business needs and/or for certain association membership dues. Ms. Johnson-Leipold is allowed reimbursements of up to $8,500 per calendar year for covered expenses. Mr. Johnson is allowed reimbursements of up to $7,000 per calendar year for covered expenses.  In addition, for Mr. Johnson, the amount for 2016 includes use of a condominium reimbursed by the Company.

 

Grants of Plan-Based Awards

The following table sets forth information regarding all incentive plan awards that were granted to the named executive officers during fiscal 2016, including equity-based, non-equity based and other plan-based awards.  Disclosure on a separate line item is provided for each grant made to a named executive officer during the fiscal year.  Non-equity incentive plan awards are awards that are not subject to FASB Accounting Standards Codification Topic 718 and are intended to serve as an incentive for performance to occur over a specified period, and include performance bonus awards under the Cash Bonus Plan.  Equity incentive plan awards include the performance-based restricted stock units awarded under the Stock Incentive Plan and are awards subject to a performance condition or a market condition as those terms are defined by FASB Accounting Standards Codification Topic 718.  We did not grant any stock options during fiscal 2016.

1.

These amounts show the range of payouts targeted for fiscal 2016 performance under the Cash Bonus Plan as described in the section of this Proxy Statement titled “Compensation Discussion and Analysis.” The Cash Bonus Plan entitles participants to earn bonus awards based upon Company financial performance and the participant’s individual objectives for a given fiscal year.  The targeted bonus amounts are equal to a percentage of the named executive officer’s base salary. The target was set at 90% of the base salary for Ms. Johnson-Leipold and 55% of the base salary for Mr. Johnson for fiscal 2016. For both the individual objectives component and the Company financial performance component of our annual bonus under the Cash Bonus Plan, the eligible bonus can be paid out from 0-200% of the target bonus amount for that component. The target eligible bonus amounts for fiscal 2016 are set in the table above and represent the aggregate target under both the Company performance component and the individual objectives component. If either or both components are met at targeted performance levels, the payout equals 100% of the eligible bonus for such component. A participant may earn up to a maximum of 200% of the target bonus amount if the Company performance component is met at 160% of goal. A participant may earn a minimum of 25% of the target bonus amount if the Company performance component is met at 70% of goal. The amount under the column “Maximum” is limited to 200% of the target bonus award. See the following sections for additional information: “Summary Compensation Table” and “Compensation Discussion and Analysis.”

 

2.

These awards were issued under the Stock Incentive Plan and consisted of an award of performance-based restricted stock units tied to achievement of certain Company financial objectives to be measured over a three-year performance period.  For fiscal 2016, the performance-based award is tied to three-year sales and profit goals aligned with our strategic plan.  Fifty percent of the performance-based piece of the award is tied to achievement of cumulative net sales over a three year period (fiscal 2016 - 2018) and the remaining fifty percent is tied to achievement of cumulative operating profit over the same three year period (fiscal 2016 - 2018).  Awards are only paid if at least 80% of the target level of net sales and operating profit are met and maximum payouts are made if 120% or more of target levels of net sales and operating profit are achieved.  The payouts for achievement of the threshold levels of performance are equal to 50% of the target award amount.  The payouts for achievement of maximum levels of performance are equal to 150% of the target award amount. Each of the financial metrics receives a fifty percent weighting in determining the aggregate award amount. Awards are subject to downward adjustments in the event the Company has not achieved a specified minimum average return on invested capital per year during the three year performance period and are also subject to downward adjustments (by up to 25 percentage points) related to certain qualitative business or other factors determined by the Compensation Committee.  See “Compensation Discussion & Analysis” above for additional information on the terms of the performance-based restricted stock units issued to the named executive officers during fiscal 2016.  On December 1, 2015, consistent with the methodology described above, the Compensation Committee established a $400,000 performance award target for Ms. Johnson-Leipold and a $65,000 performance award target for Mr. Johnson.  The number of performance-based shares at target was determined using a grant date share price of $24.16 and resulted in a target grant of 16,556 shares for Ms. Johnson-Leopold and 2,690 shares for Mr. Johnson.  The actual number of shares tied to the performance-based awards to be earned, if any, will be determined based on performance over the fiscal 2016-2018 period. The threshold number of shares equals 50% of the target number of shares and the maximum number of shares equals 150% of the target number of shares.

3.

The restricted stock award was granted on December 1, 2015 (during fiscal 2016 but based on fiscal 2015 performance) and vests on December 1, 2017, the second anniversary of the grant date.  On December 2, 2014, our Compensation Committee established a performance award target for fiscal 2015 of $400,000 for Ms. Johnson-Leipold and $65,000 for Mr. Johnson. These awards, if earned, were required to be paid in the form of shares of restricted stock with two-year vesting, if a minimum level of economic value added was achieved (called JVA or Johnson Value Added) by the end of fiscal 2015.  JVA for fiscal 2015 was based on Net Operating Profit After Tax (NOPAT), less the sum of Company Net Working Capital and Fixed Assets, multiplied by the Company’s Cost of Capital (i.e., JVA=NOPAT-((Net Working Capital + Fixed Assets)* Cost of Capital)). The Company’s Cost of Capital was determined by the Compensation Committee at the beginning of the fiscal year. The Committee set the Cost of Capital at a level determined by using a market-based cost of capital analysis of companies in the outdoor products industry. The amount earned under these awards could range from 0 percent to 150 percent of the target amount based on a level of JVA generated during fiscal 2015, which ranged from 50 percent to 250 percent of the JVA goal. No awards would be earned if JVA generated in fiscal 2015 was less than 50 percent of goal for the applicable period.  Based upon our results for fiscal 2015, on December 1, 2015 the Compensation Committee determined that the performance award goals were achieved at a level of 154% of the goal.  Accordingly, the value of the restricted stock award was granted at 118% of the targeted levels or $472,000 for Ms. Johnson-Leipold and $76,700 for Mr. Johnson.  The shares awarded as noted above were based upon a grant date fair value per share of $24.16.

4.

The restricted stock award was granted on December 1, 2015 and vests on December 1, 2019, the fourth anniversary of the grant date. This award was issued by the Compensation Committee to further the Company's retention objectives and was based upon a target award value of $65,000 for Mr. Johnson established by the Compensation Committee on December 2, 2014.  On December 1, 2015 the Compensation Committee approved the payment of the award at the target level with the number shares of restricted stock issued under the award being based upon the grant date fair value per share of $24.16 as of December 1, 2015.

5.

The value of the restricted stock and restricted stock units is based upon the December 1, 2015 grant date fair value of $24.16 per share for each share of restricted stock and each restricted stock unit (based upon the target number of shares issued as part of the award), determined pursuant to FASB Accounting Standards Codification Topic 718.  The grant date fair value is the amount the Company expenses in the financial statements over the award’s vesting schedule.  See the Notes to the Consolidated Financial Statements in the fiscal year 2016 Annual Report on Form 10-K filed with the SEC on December 13, 2016 for the assumptions relied on in determining the value of these awards.

 

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding unvested shares of restricted stock held by the named executive officers at September 30, 2016. Neither of the named executive officers held any unexercised stock options as of September 30, 2016.

(1)	Market value equals the closing per share market price of our Class A common stock on September 30, 2016, which was $36.37, multiplied by the number of shares of restricted stock or the number of restricted stock units, as applicable.

(2)	The shares of restricted stock vest on December 3, 2017, the fourth anniversary of the grant date.

(3)	The shares of restricted stock vest on December 5, 2016, the fifth anniversary of the grant date.

(4)	The shares of restricted stock vest on December 4, 2016, the fourth anniversary of the grant date.

(5)	The shares of restricted stock vest on December 2, 2016, the second anniversary of the grant date.

(6)	The shares of restricted stock vest on December 2, 2018, the fourth anniversary of the grant date.

(7)	The shares of restricted stock vest on December 1, 2017, the second anniversary of the grant date.

(8)	The shares of restricted stock vest on December 1, 2019, the fourth anniversary of the grant date.

(9)

This award constitutes restricted stock units that represent one share of Class A common stock for each restricted stock unit. The restricted stock units are subject to performance-based vesting criteria over a three year performance period (fiscal 2016 through fiscal 2018).  See “Compensation Discussion and Analysis” above for additional information on these awards. The number of restricted stock units identified in the table above represent the number of shares of Class A common stock issuable at 100% of the target grant level.

 

Option Exercises and Stock Vested

The following table sets forth information relating to the restricted stock awards that vested during fiscal 2016 for each of the named executive officers on an aggregate basis.  No common stock options were exercised by the named executive officers during fiscal 2016. No outstanding restricted stock units were earned during fiscal 2016.

(1)	Value realized equals the closing market price of our Class A common stock as of the vesting date or, if not a trading date, on the last preceding trading date, multiplied by the number of shares that vested on such date.

Non-Qualified Deferred Compensation

(1)	The amounts included in the column titled “Registrant Contributions in Last Fiscal Year” for each named executive officer are included in the “All Other Compensation” column of the Summary Compensation Table.

(2)	None of the earnings on assets in the Nonqualified Deferred Compensation Plan were above market or preferential.

A description of our Nonqualified Deferred Compensation Plan is provided below under the heading “Nonqualified Deferred Compensation.”

Employment Agreements

The Company has not entered into any employment agreements with the named executive officers.

 

Incentive Compensation Recovery (Clawback) Policy

The Company’s Board of Directors has adopted an Incentive Compensation Recovery (Clawback) Policy effective as of December 2, 2015. A copy of this policy is available on the Company’s website at www.johnsonoutdoors.com, 24 hours a day and free of charge. The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Proxy Statement. The policy is administered by our Board of Directors and covers all current and former executive officers. Under this policy, the Board of Directors will require reimbursement or forfeiture of any excess incentive compensation awarded or paid in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. The incentive compensation covers all awards granted or paid during the last three completed fiscal years including, but not limited to, annual performance bonuses (including any amounts deferred) and long-term incentive grants, including any of the following, provided that, such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure (as defined in the policy): cash bonuses and incentive cash compensation; stock options; restricted stock; restricted stock units; and performance-based units. The amount to be recovered is the excess amount of the incentive compensation received by the executive officer based on the erroneous data from the accounting restatement. The policy applies to all incentive compensation approved, awarded or granted after the effective date of the policy.

Post-Employment Compensation

Pension Benefits

Currently, Johnson Outdoors does not provide the named executive officers with pension benefits. U.S.-based executive officers are eligible to participate in the Johnson Outdoors Retirement and Savings 401(k) Plan on the same terms as other U.S.-based employees. In any plan year, the Company may make matching contributions to a participant’s account equal to 50 percent of the first six percent of an employee’s annual wages. All named executive officers participated in the 401(k) Plan during fiscal 2016 and received Company provided matching contributions. In addition, the Company also has a discretionary retirement contribution component to its 401(k) program in which the named executive officers are also eligible to participate.  Under this component, a discretionary retirement contribution can be made to the participant’s 401(k) Plan account.  This discretionary contribution ranges from 0-6% of an employee’s eligible base calendar year earnings.  The Company made a discretionary contribution of 4% in 2016 for all participants.

Non-Qualified Deferred Compensation

The Johnson Outdoors’ Deferred Compensation Plan was amended and restated on September 18, 2007. The Non-Qualified Deferred Compensation Plan provides an opportunity for the named executive officers to defer a portion of their compensation and uses such deferral to encourage the continued loyalty and service of such persons to the Company. Eligible participants of this plan are designated by the Compensation Committee as Highly Compensated Employees (HCE) under the definition of the Internal Revenue Code as well as employees with designated titles, including executive, director, senior manager or employees whose positions are recognized as key technical lead positions.  The Compensation Committee has delegated authority to the Pension Committee to determine annual eligibility based upon the criteria noted above.  A participant’s election shall specify the percentage (in increments of one percent to a maximum of 13 percent) of the participant’s base compensation. Participants may also specify the percentage (in increments of one percent to a maximum of seven percent) of their cash bonus for deferral under the plan. A participant who makes a bonus deferral under this plan may be entitled to a matching contribution credit, determined and credited following the conclusion of each plan year, equal to 50 percent of the first six percent of the participant’s annual bonus award that the participant elects to have contributed to his/her account as a bonus deferral. Participants designate how his or her account shall be deemed to be invested among the investment options. Each day that the U.S. financial markets are open, the account of each participant will be credited (or charged) based upon the investment gain (or loss) that the participant would have realized with respect to his or her account since the immediately preceding valuation date had the account been invested in accordance with the participant’s investment election. The named executive officers have made elections for distributions allowed by the Non-Qualified Deferred Compensation Plan upon separation from service. The distribution of the named participant’s pre-2005 account, if applicable, would be made or commence on the first day of the month that is at least 60 days following the date the participant separates from service. Named participants’ post-2004 account distributions, if applicable, would commence on the first day of the month following the six month anniversary of the participant’s separation from service.

 

Potential Payments/Benefits Upon Termination or Change of Control

Pursuant to the terms of the Stock Incentive Plan, the Compensation Committee in its discretion may, at the time of an award or at any time thereafter, provide (1) for the immediate vesting of all outstanding stock options and shares of restricted stock upon a change of control of the Company or (2) that any outstanding performance-based restricted stock units shall be deemed earned at the target grant amount. The grant agreements for shares of restricted stock have generally provided for immediate vesting upon a change of control of the Company and the grant agreements for performance-based restricted stock units have generally provided that 100% of the target grant is deemed earned upon a change of control of the Company. The following table sets forth the unvested stock options, shares of restricted stock and restricted stock units held by the named executive officers as of September 30, 2016 that would become vested or earned as of such date in the event of a change of control of Johnson Outdoors.

(1)

The named executive officers held no unvested options at fiscal year-end. Had they held unvested options at year end, unrealized value would equal the closing market value of the Class A common stock as of September 30, 2016, minus the exercise price, multiplied by the number of unvested shares of the Class A common stock as of such date. The closing market value of the Class A common stock on September 30, 2016 was $36.37.

(2)

With respect to shares of restricted stock, unrealized value equals the closing per share market value of the Class A common stock as of September 30, 2016, multiplied by the number of unvested shares of the Class A common stock as of such date. With respect to unearned, outstanding performance-based restricted stock units, the number of restricted stock units identified in the table above represent the number of shares of Class A common stock issuable at achievement of 100% of the target grant level (i.e., 16,556 and 2,690 shares for Ms. Johnson-Leipold and Mr. Johnson, respectively) and the unrealized value of such units equals the number of shares of Class A common stock underlying the outstanding unearned restricted stock units at 100% of target grant multiplied by the closing per share market value of the Class A common stock as of September 30, 2016. The closing market value of the Class A common stock on September 30, 2016 was $36.37.

 

DIRECTOR COMPENSATION

Johnson Outdoors uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. With respect to fiscal 2016 and based upon the recommendations of Pearl Meyer, the independent compensation consultant the Company retained during fiscal 2015 and 2016 (See “Peer Group Benchmarking” above), the outside directors received a $40,000 annual retainer (up from $35,000 during fiscal 2015) and an annual equity award of restricted stock having a grant date value of $45,000 (up from $35,000 during fiscal 2015). For fiscal 2016, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee chairs received additional annual retainers of $15,000, $10,000 and $7,000, respectively (up from $10,000, $5,000 and $5,000, respectively, during fiscal 2015).  Each director who is not an employee of Johnson Outdoors or one of its subsidiaries (“an outside director”) is generally also entitled to receive $1,500 for each meeting of the Board of Directors or committee he or she attends (non-committee board members receive 75 percent of this amount when such individuals are asked to attend a committee meeting). The Vice Chairman of the Board of Directors receives an additional annual retainer of $40,000.

In connection with the 2012 Annual Meeting of Shareholders, the Board of Directors and the Company’s shareholders approved the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan. This plan replaced the Company’s 2003 Non-Employee Director Stock Ownership Plan. The 2012 Non-Employee Director Stock Ownership Plan provides compensation to outside directors. Directors who are not outside directors receive no additional compensation for service as members of the Board of Directors or of any Board committees. The Company is proposing at the Annual Meeting for approval by the shareholders an amendment to this plan to increase the number of shares available to be issued thereunder.

All directors in fiscal 2016 were outside directors other than Helen P. Johnson-Leipold, the Company’s Chairman and Chief Executive Officer. The 2012 Non-Employee Director Stock Ownership Plan provides for up to 50,000 shares of the Company’s Class A common stock to be issued to outside directors, which number is subject to adjustment as provided by the plan, and which number is the subject of an amendment proposal to be voted upon by the shareholders at the Annual meeting. The plan provides that upon first being elected or appointed as one of the Company’s directors, and thereafter on the first business day after the annual meeting of shareholders, the Company has the option of granting equity awards to such persons containing a value determined by the Compensation Committee.  Equity awards may be granted under the plan in the form of stock options, shares of restricted stock or restricted stock units.

The award under the 2012 Non-Employee Director Stock Ownership Plan is intended to deliver a greater portion of director compensation in the form of equity, with the amount on the date of the award being equal to a value or amount determined by the Compensation Committee (which has been set to equal $45,000) and the shares of restricted stock being valued at their fair market value per share on the date of the award or, in the case of restricted stock units, at the fair market value per share of the underlying Class A common stock on the date of the award.

Of the 50,000 shares originally authorized under the 2012 Non-Employee Director Ownership Plan, 40,055 shares have been issued leaving only 9,945 shares remaining available.  Accordingly, the Board of Directors has authorized an amendment to increase the number of shares available under the Plan from 50,000 shares to 110,000 shares, subject to shareholder approval.

 

Director Summary Compensation Table

The following table provides information concerning the compensation paid by Johnson Outdoors in fiscal 2016 to each of the outside directors.

(1)

The amounts in this column reflect the dollar value of long-term equity based compensation awards granted pursuant to our 2012 Non-Employee Director Stock Ownership Plan during fiscal 2016.  These amounts equal the grant date fair value of shares of restricted stock in the case of an award of shares of restricted stock or the grant date fair value of the underlying shares of restricted stock in the case of an award of restricted stock units, computed in each case in accordance with FASB Accounting Standards Codification Topic 718-10.  Assumptions used in the calculation of the grant date fair value are included under the caption “Stock Ownership Plans” in the Notes to our Consolidated Financial Statements in the fiscal 2016 Annual Report on Form 10-K filed with the SEC on December 13, 2016 and such information is incorporated herein by reference.

The following table provides certain information regarding restricted stock units issued to our outside directors in fiscal 2016 pursuant to the 2012 Non-Employee Director Stock Ownership Plan. The restricted stock units all vest on the first anniversary of the date of grant (i.e.; March 3, 2017).  Each restricted stock unit represents one share of Class A common stock issuable on such vesting date.

*

The value of the award is based upon the grant date fair value of the award determined in accordance with FASB Accounting Standards Codification Topic 718-10. See Note 10 to our consolidated financial statements filed with the SEC on December 13, 2016 as part of the Annual Report on Form 10-K for the assumptions relied on in determining the value of these awards.

 

The following table identifies the aggregate number of stock options, shares of restricted Class A common stock (all of which are fully vested as of September 30, 2016) and shares of Class A common stock underlying unvested restricted stock units held by each outside director as of September 30, 2016.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transactions

The Company purchases certain services primarily from S.C. Johnson & Son, Inc. (“S.C. Johnson”) and, to a lesser extent, from other organizations controlled by Johnson Family members (including Ms. Johnson-Leipold) and other related parties. For example, the Company leases its headquarters facility from Johnson Financial Group and S.C. Johnson provides the Company with (1) administrative services, conference facilities and transportation services, (2) information processing, and (3) from time to time, certain loaned employees. 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 fiscal 2016 was approximately $1,196,000.

Review and Approval of Related Person Transactions

The charter for the Audit Committee provides that it is responsible for the review and approval of related party transactions in accordance with NASDAQ listing requirements. Based upon the Audit Committee’s review, the Company believes that all related person transactions described above were at arms-length and contained terms that were no less favorable than what could have been obtained from an unaffiliated third party. The Board of Directors has also adopted a formal written set of policies and procedures for the review, approval and ratification of related person transactions.

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 percent shareholders to file with the SEC reports on prescribed forms of their beneficial ownership and changes in beneficial 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 reports were required to be filed, the Company believes that during fiscal 2016 and fiscal 2017 to date, all reports required by Section 16(a) to be filed by the Company’s officers, directors and more than 10 percent shareholders were filed on a timely basis, except David W. Johnson filed an amended Form 4 report on December 8, 2015 disclosing a stock transaction occurring on December 3, 2015.

 

PROPOSAL 3:  NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Proposal

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and SEC rules and regulations (and consistent with the similar proposal on executive compensation submitted to the Company’s shareholders in connection with prior Annual Meetings of Shareholders), the Company’s Board of Directors has authorized a non-binding advisory shareholder vote to approve the compensation of the Company’s named executive officers as reflected in the section herein titled “Executive Compensation,” the disclosures regarding named executive officer compensation provided in the various tables included in this Proxy Statement, the accompanying narrative disclosures and the other executive compensation information provided in this Proxy Statement.  This proposal, commonly known as a “Say on Pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay programs and policies.

The Company believes its compensation policies and procedures align the executive officers’ compensation with the Company’s short-term and long-term performance and provide the compensation and incentives needed to attract, motivate and retain key executives who are important to the Company’s continued success.  The Compensation Committee periodically reviews and approves the Company’s compensation policies and procedures, and periodically reviews its executive compensation programs and takes any steps it deems necessary to continue to fulfill the objectives of the Company’s compensation programs.

Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement for a detailed discussion of our executive compensation programs.  These programs have been designed to promote a performance-based culture which aligns the interests of our named executive officers and other managers with the interests of the shareholders.  This includes annual incentive cash compensation based on the named executive officers achieving their individual goals and objectives, together with incentive compensation based on the Company achieving specified financial performance measures.  A substantial portion of our named executive officers’ compensation is also based on equity awards with long-term vesting or performance-based requirements.

Highlights of the Company’s compensation programs include the following:

·

Neither of the named executive officers have any employment agreements with the Company;

·

The Company is not required to provide any severance or termination pay or benefits to any named executive officer;

·

The named executive officers are not entitled to any tax gross-up payments in connection with any Company compensation programs;

·

Although the Company is a “Controlled Company,” and is therefore exempt from certain independence requirements of the NASDAQ Stock Market rules, including the requirement to maintain a Compensation Committee composed entirely of independent directors, each member of the Company’s Compensation Committee is independent under the applicable standards of the NASDAQ Stock Market;

 

·

The Company’s compensation focuses on performance, with base pay accounting for only 27% of total compensation opportunity for Ms. Johnson‑Leipold and 39% of total compensation opportunity for Mr. Johnson for fiscal 2016.  The remainder of their total compensation opportunity is comprised of cash incentive bonuses based on achieving individual goals and Company financial performance, and long‑term equity awards;

·

A substantial portion of the named executive officers’ compensation consists of annual cash incentives based upon achieving specific goals and objectives under our Cash Bonus Plan.  In order for named executive officers to receive an annual incentive cash bonus, the Company must also meet an additional hurdle based on a minimum level of net income and return of profit to shareholders;

·

The Company has a “clawback” or compensation recovery policy which provides for the recoupment of incentive compensation in the event of certain accounting restatements;

·

The Compensation Committee continually monitors Company performance and adjusts compensation practices accordingly. For example, beginning with fiscal 2016, all of the equity awards made to our CEO are based on achieving a specified level of financial performance for the Company. Beginning in fiscal 2016, the Compensation Committee also modified the portion of the long-term equity incentive awards (i.e., the portion issued in the form of performance-based restricted stock units) that are linked to achieving Company performance goals to be based on a three-year performance period rather than a one year period, to better coincide with Company’s three year strategic plan; and

·

The Compensation Committee regularly assesses the Company’s individual and total compensation programs against peer companies, the general marketplace and other industry data points and the Compensation Committee utilizes an independent consultant to engage in ongoing independent review of all aspects of our executive compensation programs.

Accordingly, shareholders are being asked to vote on the following resolution:

“Resolved, that the compensation paid to Johnson Outdoors’ named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the compensation tables and narrative disclosures, is hereby approved by the shareholders of Johnson Outdoors Inc.”

Because this shareholder vote is advisory, it will not be binding on the Board of Directors.  However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Vote Required for Approval

If a quorum exists, the approval of the non-binding advisory proposal on our executive compensation described in this Proxy Statement requires the votes cast, in person or by proxy, and entitled to vote thereon, for this proposal to exceed the votes against this proposal.  Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved and will have no impact on the vote.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” the non-binding advisory resolution approving our executive compensation.

 

PROPOSAL 4:  NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Proposal

As noted above, the Company is submitting a “Say on Pay” proposal to its shareholders pursuant to Proposal 3 as required by the Dodd-Frank Act and SEC rules and regulations.  The Dodd-Frank Act also requires that we submit to a vote of our shareholders once every six years a non-binding advisory proposal on the frequency of future “Say on Pay” votes.  Shareholders may vote on an advisory basis as to whether future “Say on Pay” votes should occur every 1 year, 2 years or 3 years.

The enclosed proxy allows shareholders to vote for 1 year, 2 years or 3 years for the non-binding advisory proposal for the frequency of future “Say on Pay” votes, or to abstain.  The Company has historically held “Say on Pay” votes every year and the Board of Directors recommends that shareholders also vote for “1 year” for the non-binding advisory proposal on the frequency of future advisory votes on executive compensation because:

·

it will help our Board of Directors and Compensation Committee obtain contemporaneous and more direct feedback from our shareholders regarding our compensation practices and policies;

·

it provides a higher level of accountability to the shareholders and fosters more frequent communication between our Compensation Committee and our shareholders;

·

an annual vote furthers our commitment to maintaining high standards of corporate governance;

·

if we receive a negative response to our “Say on Pay” vote we will be able to make any necessary changes to our practices and not have to wait two or three years to receive shareholder feedback on our changes; and

·

providing for annual “Say on Pay” votes eases the procedural burden on the Company as opposed to implementing a biennial or triennial vote because an annual vote creates procedural consistency from year to year.

Because this shareholder vote is advisory, it will not be binding on the Board of Directors.  However, the Board of Directors will take into account the outcome of the vote when considering the frequency of future “Say on Pay” votes.

Vote Required for Approval

For the non-binding advisory proposal on the frequency of future advisory votes on executive compensation, shareholders may vote on an advisory basis as to whether future “Say on Pay” votes should occur every 1 year, 2 years or 3 years, or to abstain.  A plurality of the votes cast is required for the approval of a choice among every 1 year, 2 years or 3 years for this proposal.  This means that whichever of 1 year, 2 years or 3 years receives the most votes will be approved.  Abstentions and broker non-votes will not count toward the determination of whichever of 1 year, 2 years or 3 years is approved.

 

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” approval of every “1 year” for the non-binding advisory proposal on the frequency of future advisory votes on executive compensation.  Although the Board of Directors recommends that you vote for every “1 year,” the enclosed proxy allows you to vote for 1 year, 2 years or 3 years, or to abstain.  You are not voting simply to approve or disapprove the Board of Directors’ recommendation.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes share information, as of September 30, 2016, for the Company’s equity compensation plans, including the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan, the Johnson Outdoors Inc. 2010 Long-Term Stock Incentive Plan and the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan.  All of these plans have been approved by the Company’s shareholders.

PROPOSAL 5: TO ADOPT AND APPROVE AMENDING THE JOHNSON OUTDOORS 2012 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN

The Proposal; Amendment to Increase Authorized Shares

The Board of Directors unanimously approved the adoption of the Johnson Outdoors 2012 Non-Employee Director Stock Ownership Plan (the “2012 Director Plan”) on December 4, 2012 and the 2012 Director Plan was approved and adopted by the Company’s shareholders at the Annual Meeting of Shareholders held on February 28, 2013. The purpose of the 2012 Director Plan is to enhance the ability of the Company to attract and retain outside directors who will make substantial contributions to the Company’s long-term business growth and to provide meaningful incentives to such persons which are directly linked to the profitability of the Company’s businesses and increases in shareholder value.

The number of shares of Class A Common Stock originally available under the 2012 Director Plan was 50,000 shares.  As of January 13, 2017, the number of shares available for future issuance under the 2012 Director Plan is only 9,945 shares. Accordingly, the Company is proposing an amendment to the 2012 Director Plan to approve an additional 60,000 shares of Class A common stock for a total of 110,000 shares authorized under the 2012 Director Plan and a total of 69,945 shares available for future grants under the 2012 Director Plan.  During the 2016 fiscal year, 14,070 restricted stock units were granted to non-employee directors.  The number of shares granted each year will depend on the fair market value of a share of Class A Common Stock on the date of grant.  See “Director Compensation” for additional information on grants under the 2012 Director Plan. The increase in the number of shares of Class A common stock under the 2012 Director Plan is the only amendment to this plan being proposed by the Company for approval by the shareholders.

 

Description of the Plan

The following description of the 2012 Director Plan is qualified in its entirety by reference to the copy of the amended plan, which is attached to this Proxy Statement as Appendix A.

The 2012 Director Plan provides for the grant to non-employee directors of non-statutory stock options, shares of restricted stock and restricted stock units. The 2012 Director Plan, as proposed to be amended hereby provides that up to a total of 110,000 (of which 40,055 are outstanding) shares of Class A common stock (subject to adjustment as described below) will be available for the granting of awards thereunder. If any shares subject to awards granted under the 2012 Director 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 issuable pursuant to the award, such shares (assuming the holder of the award did not receive dividends on the shares or exercise other indicia of ownership) will be available for the granting of new awards under the 2012 Director Plan.

Each non-employee director is eligible to receive grants of awards under the 2012 Director Plan. The Board of Directors has designated the Compensation Committee of the Board to administer the 2012 Director Plan. The 2012 Director Plan requires that such committee shall consist of at least two directors, each of whom must qualify as (a) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (b) an “independent” director pursuant to the definition of independence in the listing requirements of the principal national securities exchange, national securities association or over-the-counter market on which the Company’s Class A common stock is traded. If at any time no such committee exists, the 2012 Director Plan will be administered by the members of the Board of Directors who do qualify as “non-employee directors” and “independent directors.”

As noted above, the 2012 Director Plan provides for the grant to non-employee directors of non-statutory stock options, shares of restricted stock and restricted stock units.  The plan terminates on December 4, 2022. Vesting is determined by the Compensation Committee at the time of grant. Awards of stock options, restricted stock or restricted stock units may be granted without any vesting requirements or other restrictions. Awards of restricted stock or restricted stock units that vest based on performance conditions must have a performance period of at least one year and awards of restricted stock or restricted stock units that vest based on service for a period of time must have a vesting period of at least one year. The Company is prohibited from repricing any stock options without obtaining shareholder approval. All stock options must have an exercise price equal to or greater than the fair market value of a share of Class A common stock on the date the option is granted. Except as otherwise authorized by the Compensation Committee, no stock option, share of restricted stock or restricted stock unit may be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution. Restricted stock units provide for the delivery to recipients of shares of Class A common stock after the vesting or other conditions to the right to receive the shares are satisfied. In connection with the grant of restricted stock units, the Compensation Committee may establish conditions to the issuance of the shares subject to the award based on continued service, the attainment of specific performance goals or such other factors or criteria as the Compensation Committee may determine. Restricted stock units may be subject to forfeiture if a grantee’s service relationship with Johnson Outdoors terminates before the end of the restriction period or if any of the other conditions precedent to the delivery of the shares subject to the award are not satisfied.  In the event of a change of control (as defined in the 2012 Director Plan), the Compensation Committee has the right, in its sole and absolute discretion, to accelerate the vesting of all outstanding stock options and to cause all restrictions applicable to any restricted stock and restricted stock units to lapse.

 

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other distribution affecting the Class A common stock such that an adjustment is determined by the Board of Directors or the Compensation Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2012 Director Plan, then the Board of Directors or the Compensation Committee may, in such manner as it may deem equitable, adjust any or all of (1) the number and type of shares that may be issued under the 2012 Director Plan, and (2) the number and type and exercise price of shares subject to outstanding awards under the 2012 Director Plan; provided, however, that such adjustments are consistent with the effect on other shareholders arising from any such action.

Except as set forth below, the Board of Directors may at any time amend, suspend or terminate the 2012 Director Plan; provided, however, that shareholder approval of any amendment of the 2012 Director Plan will be obtained if otherwise required by (a) the Internal Revenue Code or any rules promulgated thereunder, (b) the listing requirements of the principal national securities exchange, national securities association or over-the-counter market on which the Class A common stock is then traded, or (c) any other applicable law. The Board of Directors is prohibited from amending the 2012 Director Plan to permit repricing.

New Plan Benefits

For fiscal 2016, each non-employee director received grants of restricted stock units under the 2012 Director Plan with a fair market value of approximately $45,000, representing 2,010 restricted stock units based on fair market value for Class A common stock on March 3, 2016. The amount and type of such awards for future years have not been set as of the date of this Proxy Statement and the benefits or amounts to be received in the future by, or allocated to, specific non-employee directors under the 2012 Director Plan is not currently determinable.

Vote Required for Approval

If a quorum exists, the 2012 Director Plan will be amended pursuant to the above-described proposal if the votes cast at the Annual Meeting in favor of the amendment exceed the votes cast against the amendment. Any shares not voted at the meeting (whether by broker non-votes or otherwise) and any abstentions will have no impact on the vote.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” the proposal to adopt and approve amending the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan.

PROPOSAL 6: TO ADOPT AND APPROVE AMENDING THE JOHNSON OUTDOORS INC. 2009 EMPLOYEES’ STOCK PURCHASE PLAN.

The Proposal; Amendment to Increase Authorized Shares and Revise Terms of Offerings

The Board of Directors unanimously approved the adoption of the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan (the “ESPP”) on December 7, 2009, and Company shareholders approved the ESPP at the 2010 Annual Meeting of Shareholders. The purpose of the ESPP is to provide employees of the Company and its subsidiaries with the opportunity to purchase shares of Class A common stock of the Company (“Company Shares”) and thereby share in the ownership of the Company. We believe the ESPP helps us retain the services of our employees, secure and retain the services of new employees, and provide incentives for such persons to exert maximum efforts for our success. In addition, the ESPP is designed to encourage and provide opportunities for stock ownership by employees, which increases their proprietary interest in the Company, and, consequently, their identification with the interests of the shareholders of the Company.

 

The Company is proposing for approval by the shareholders at the Annual Meeting amendments to the ESPP.  There were originally 80,000 shares available to be purchased under the ESPP and only 12,403 shares remain and are available to be purchased under the ESPP.  The amendment proposes to make an additional 80,000 shares or a total of 160,000 shares authorized under the ESPP and a total of 92,403 shares available for future offerings under the ESPP.  For calendar year 2016, the Company offered 18,000 shares under the ESPP.  With only 12,403 shares available, the Company believes the additional shares are necessary to cover the 2017 and future ESPP offerings to Company employees.  We continue to believe that the ESPP furthers the corporate objectives of attracting, retaining and motivating employees and ensuring that employees’ objectives are aligned with those of the Company and, therefore, we are requesting Company shareholders approve the amendment to the ESPP to allow for future offerings under the ESPP.

The Company is also proposing certain additional amendments under the ESPP including eliminating a 30-day limitation on Purchase Periods under the ESPP.  Historically, there was one 30-day Purchase Period each year.  The amended ESPP provides the Compensation Committee the flexibility to determine the length and frequency of Purchase Periods.  The Compensation Committee currently intends to provide for two, six month Purchase Periods each year.

Description of the Plan

The following description of the ESPP is qualified in its entirety by reference to the copy of the amended plan, which is attached to this Proxy Statement as Appendix B.

The ESPP is administered by the Compensation Committee of the Board of Directors of the Company.  The Compensation Committee has the discretionary authority to administer and interpret the ESPP, including the authority to: (i) determine when and how rights to purchase common stock are granted and the terms and conditions of each offering, (ii) adopt such rules or regulations which may become necessary or advisable for the operation of the ESPP, (iii) exercise such other powers and perform such other acts deemed necessary to carry out the intent of the ESPP in accordance with its terms, (iv) interpret the ESPP and the rights offered under it. Determinations of the Compensation Committee as to any disputed question arising under the ESPP, including questions of construction and interpretation, shall be final, binding and conclusive upon all participants in the ESPP.

The Compensation Committee, in its discretion, may appoint one or more individuals (the “Plan Administrative Committee”) to assist the Compensation Committee in corresponding with employees, with record keeping and in performing other ministerial functions in connection with the ESPP; provided, however, that the Plan Administrative Committee shall exercise no discretion with respect to the interpretation of the ESPP or of the rights to purchase Company Shares pursuant to the ESPP.

The Compensation Committee shall designate the affiliates whose employees may participate in the ESPP (a “Designated Corporation”).  On any date as of which a determination of eligibility is made, the term “Eligible Employee” shall mean a full-time employee of a Designated Corporation.  For purposes of the ESPP, a “full-time” employee of a Designated Corporation means an employee who customarily works at least 20 hours per week and more than five months per calendar year.

 

The following employees shall be excluded from eligibility under the ESPP: (i)  highly compensated employees with annual compensation at or above the compensation limit as provided under Internal Revenue Code section 401(a)(17), (ii) employees who if granted the right to purchase any Company Shares in accordance with the ESPP would own, directly or indirectly, stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary or any parent of the Company, and (iii) employees who if granted a right to purchase Company Shares under the ESPP, combined with all other employee stock purchase plans, would accrue stock of the Company and its parent and subsidiary corporations at a rate which exceeds $25,000 of the fair market value of such stock for each calendar year.

At the discretion of the Compensation Committee, each calendar year, or more frequently if deemed appropriate, beginning on such date as the Committee may specify (the “Grant Date”), each employee who is then an Eligible Employee of a Designated Corporation shall be granted the right to purchase a maximum of 250 Company Shares during the calendar year. The maximum number of shares can be adjusted by the Compensation Committee at its discretion for all Eligible Employees.  Each purchase right shall be exercisable during the period designated by the Compensation Committee following the Grant Date (such period is hereinafter referred to as the “Purchase Period”). Eligible Employees may exercise their rights to purchase Company Shares granted under the Plan, by timely submitting an enrollment form. Employees participating in the ESPP may purchase shares of Common Stock at 85 percent of the fair market value of a share on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower. For purposes of the ESPP, fair market value per share as of a particular date will mean the closing sales price of the Common Stock on the applicable date (or the last trading date prior to such date). If applications to purchase a number of Company Shares in excess of the maximum number of Purchase Period Company Shares are received by the Plan Administrative Committee, each employee properly exercising purchase rights during such Purchase Period shall be entitled to purchase the number of Company Shares equal to a pro rata portion of the Company Shares available based on the number of shares with respect to which such employee has exercised his purchase rights and the aggregate number of shares with respect to which all employees have exercised purchase rights during the Purchase Period.

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or other change in Company Shares, the Compensation Committee shall make appropriate changes in the number of Company Shares which may be purchased pursuant to the ESPP, the purchase price and such other changes in the ESPP and outstanding purchase rights as the Compensation Committee may deem appropriate under the circumstances.

The Compensation Committee shall impose such non-discriminatory restrictions on the transfer of any shares of stock acquired pursuant to the exercise of a purchase right under the ESPP as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange upon which such shares of stock are then listed, if any, and under any state and foreign securities laws applicable to such shares.

The Board of Directors may amend or terminate the ESPP at any time, but any such amendment or termination shall not affect purchase rights outstanding at the time of termination.  However, the Board of Directors may not, without the approval of the shareholders of the Company, amend the ESPP to (i) increase the maximum number of Company Shares which may be purchased pursuant to the ESPP; (ii) modify eligibility requirements for participation in the ESPP; (iii) change the class of corporations whose employees will be granted purchase rights under the ESPP; or (iv) materially increase the benefits to participants under the ESPP.

 

New Plan Benefits

No directors who are not employees will receive any benefit under the ESPP.  The ESPP is subject to the determination of benefits by the Compensation Committee and the discretion of Eligible Employees to participate in the ESPP.  As a result, the benefits that will be received under the ESPP by the Company’s current executive officers and by all Eligible Employees are not currently determinable.

Vote Required for Approval

If a quorum exists, the ESPP will be amended pursuant to the above described proposal if the votes cast at the Annual Meeting in favor of amendment of the ESPP exceed the votes cast against the amendment of the ESPP. Any shares not voted at the meeting (whether by broker non-votes or otherwise) and any abstentions will have no impact on the vote.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” the proposal to adopt and approve amending the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan.

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 2018 Annual Meeting of Shareholders must be received at the offices of the Company, Attention:  Corporate Secretary, 555 Main Street, Racine, Suite 342, Wisconsin 53403 by September 15, 2017 (120 days prior to the anniversary date of the mailing of this Proxy Statement) for inclusion in the proxy statement and form of proxy relating to the meeting. In addition, a shareholder who otherwise (other than pursuant to SEC Rule 14a-8) intends to present business at the 2018 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 120 days prior to the first anniversary date of the preceding year’s annual meeting and not less than the close of business on the 90th day prior to the first anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation.  Under the Bylaws, if the Company does not receive notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (namely, proposals shareholders intend to present at the 2018 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 December 2, 2017, then the notice will be considered untimely and the Company will not be required to present such proposal at the 2018 Annual Meeting of Shareholders. If the Board of Directors chooses to present such proposal at the 2018 Annual Meeting of Shareholders, then the persons named in the proxies solicited by the Board of Directors for the 2018 Annual Meeting of Shareholders may exercise discretionary voting power with respect to such proposal.

 

OTHER MATTERS

The Company has filed an Annual Report on Form 10-K with the SEC for the fiscal year ended September 30, 2016. This Form 10-K will be mailed on or around January 13, 2017 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. Pursuant to, and in accordance with, the rules of the SEC, the Company, where allowed, is delivering only one copy of the Company’s 2016 Annual Report on Form 10-K and this Proxy Statement to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. Upon written or oral request, the Company will promptly deliver a separate copy of the Company’s 2016 Annual Report on Form 10-K and/or this Proxy Statement to any shareholder at a shared address to which a single copy of the document was delivered. If you are a shareholder residing at a shared address and would like to request an additional copy of the Company’s 2016 Annual Report on Form 10-K and/or this Proxy Statement now or with respect to future mailings (or to request to receive only one copy of the Annual Report and Proxy Statement if you are currently receiving multiple copies), then you may notify the Company (1) by writing to the Corporate Secretary, Johnson Outdoors Inc., 555 Main Street, Suite 342, Racine, Wisconsin 53403 or (2) via email to: proxy@johnsonoutdoors.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 also reimburse brokerage firms, custodians, nominees, fiduciaries and others for expenses incurred in forwarding proxy material to the beneficial owners of the Company’s common stock.

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 Secretary
January 13, 2017

 

APPENDIX A

JOHNSON OUTDOORS INC. 2012 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN

Section 1.  Purpose

The purpose of the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan (the “Plan”) is to promote the long-term growth and financial success of Johnson Outdoors 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, Restricted Stock or Restricted Stock Unit granted under the Plan.

(b) “Award Agreement” means a written or electronic agreement between the Company and a Participant, in such form as may be approved by the Committee, setting forth the terms, conditions and restrictions of an Award granted to a Participant under the Plan.

(c)  “Black-Scholes Model” means the Black-Scholes Option Pricing Model, which shall be used to calculate the fair value of Stock Option grants under the Plan, as of the date of such grant. Six factors are required to calculate the value of a Stock Option using the Black-Scholes Model: the Stock Option’s exercise price; the current market price of the Common Stock; the dividend yield of the Common Stock; the Stock Option’s time to expiration; the risk-free market rate of return; and the future volatility of the Common Stock. Only the future volatility of the Common Stock cannot be objectively determined. In connection with using the Black-Scholes Model to calculate the fair value of Stock Option grants under the Plan, the Committee may use such variations of the Black-Scholes Model and parameters and procedures respecting the Black-Scholes Model, including, without limitation, parameters and procedures used to measure the historical volatility of the Common Stock as of the relevant grant date, as the Committee deems reasonably appropriate in its sole discretion.

(d)  “Board” means the Company’s Board of Directors.

(e)  “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor provisions thereto.

(e)  “Change of Control” means the occurrence, in a single transaction or series of related transactions, of any one or more of the following events:

(i)         the consummation of a sale or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries;

(ii)        the consummation of a liquidation or dissolution of the Company;

(iii)       the consummation of a sale or other disposition of at least a majority of the outstanding shares of Common Stock;

(iv)       the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(v)        the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

 

The Committee in its sole discretion will determine if there has been a Change of Control.

(f)  “Committee” means the Compensation Committee of the Board or any other committee of the Board that the Board designates to administer the Plan. The Committee shall consist of not less than two directors, each of whom shall qualify as a “non-employee director” within the meaning of Rule 16b-3.  If at any time the Committee shall not be in existence, then the members of the Board that qualify as non-employee directors shall administer the Plan and shall be deemed to be the Committee for purposes of the Plan.

(g)  “Common Stock” means the Class A Common Stock, $.05 par value per share, of the Company and such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 5(b) of the Plan.

(h)  “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 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 national securities exchange, such as the NASDAQ Stock Market, 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); provided, however, that if the principal market for the Common Stock is an over-the-counter market, the Fair Market Value shall be the average of the bid and asked prices of a share of Common Stock in the applicable over-the-counter market on the specified date, as reported by the National Association of Securities Dealers (or if no sales occurred on such date, the last preceding date on which sales occurred).  The determination of Fair Market Value shall comply with Section 409A and Treasury Regulation Section 1.409A-1(b)(5)(iv) promulgated thereunder.

(i)  “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(j)  “Participant” means a member of the Board who is not an employee of the Company, 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 Committee.

(k)  “Restricted Stock” means an Award to a Participant comprised of shares of Common Stock granted under Section 7(b) of the Plan.

(l)  “Restricted Stock Unit” means an Award of a right granted to a Participant under Section 7(c) of the Plan to receive a share of Common Stock at the end of a specified period, which right shall be conditioned on the satisfaction of specified performance, service or other criteria.

(m)  “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the 1934 Act, or any successor provisions thereto.

(n)  “Section 409A” means Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including those issued after the date hereof.

(o)  “Stock Option” means an Award in the form of the right to purchase a specified number of shares of Common Stock at a specified price during a specified period granted under Section 7(a) of the Plan.

Section 3.  Effective Date

The Plan shall become effective on December 5, 2012.  Awards under the Plan in excess of 50,000 shares of Common Stock shall be subject to the approval of the amendment to the Plan authorizing additional shares under the Plan at the Company’s 2017 annual meeting of its shareholders. To the extent that any Awards in excess of 50,000 shares are granted under the Plan prior to such approval by Company shareholders, such excess grants shall be contingent on approval of the amendment to the Plan by the shareholders of the Company authorizing such additional shares. No awards may be made under the Plan after December 5, 2022 or earlier termination of the Plan by the Board.

 

Section 4.  Administration

The Committee shall be responsible for administering the Plan.  The Committee shall have the sole power and authority:  (a) to interpret the Plan; (b) to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan; and (c) to determine what form of Awards are to be granted under the Plan, and to determine the terms and conditions of any Award granted under the Plan (including, but not limited to, the number of shares, the share price, any restriction or limitation and any vesting acceleration or forfeiture waiver regarding any Award), which terms and conditions shall, in every case, be set forth or incorporated by reference in the Award Agreement and shall be consistent with the provisions of the Plan.  Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons, including, without limitation, the Company, the shareholders, the directors (as Participants) and any persons having any interests in any Awards which may be granted under the Plan.

Section 5.  Stock Available for Awards

(a)  Common Stock Available.  The aggregate number of shares of Common Stock available for Awards under the Plan shall be 110,000 shares of Common Stock (subject to adjustment pursuant to Section 5(b) hereof).

(b)  Adjustments and Reorganizations.  In the event that the Committee shall determine that any dividend (other than a normal cash dividend) or other distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be necessary or appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available to Participants under the Plan, then the Committee may, in such manner as it may deem equitable, adjust any or all of the (i) number and type of securities or other property available under the Plan and that thereafter may be made the subject of Awards under the Plan, and (ii) number and type of securities or other property subject to outstanding Awards and the exercise price of outstanding Stock Options, provided any such adjustments are consistent with the effect on shareholders arising from any such action.  The Committee may also make such similar appropriate adjustments in the calculation of Fair Market Value as it deems necessary or appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available to Participants 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 of Common Stock subject to Restricted Stock or Restricted Stock Units under the Plan at the time of any event described above shall be subject to only such adjustment as shall be necessary to maintain the relative proportionate interest represented by such Restricted Stock or Restricted Stock Units immediately prior to any such event.

 

(c)  Change of Control.  In order to preserve a Participant’s rights under outstanding Awards in the event of a Change of Control, the Committee in its discretion may, at the time the Award is granted 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 of any Stock Options or the lapsing of any forfeiture provisions on any Restricted Stock or Restricted Stock Units; (ii) provide for the purchase or cancellation of each outstanding Stock Option for an amount of cash or other property equal to the difference between the net amount per share payable to holders of Common Stock in the Change of Control or as a result of the Change of Control and the exercise price per share of the Stock Option and provide for the purchase or cancellation of each outstanding Restricted Stock Unit for an amount of cash or other property equal to the net amount per share payable to holders of Common Stock in the Change of Control or as a result of the Change of Control; (iii) adjust the terms of any Stock Options, Restricted Stock or Restricted Stock Units in the manner determined by the Committee to reflect the Change of Control; (iv) cause any Award to be assumed or a new right substituted for the Award by another entity; or (v) make such other provision as the Committee may consider equitable and in the best interests of the Company. If the terms of Section 5(b) and Section 5(c) would apply to a transaction, then the transaction will be subject to this Section 5(c) and not Section 5(b).

(d)  Common Stock Usage. If, after the effective date of the Plan, any shares of Common Stock 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 of Common Stock 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 of Common Stock to which the Award relates, then the number of shares of Common Stock counted against the number of shares of Common Stock 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)  Annual Awards.  The Company may issue to each Participant, on the first business day following each annual meeting of shareholders until the Plan is terminated, an Award consisting of any combination of Stock Options, Restricted Stock and/or Restricted Stock Units as determined by the Committee (an “Annual Award”).  A Participant's Annual Award shall have an aggregate value (calculated as of the date of the Annual Award using the Black-Scholes Model for Stock Options and Fair Market Value for Restricted Stock and Restricted Stock Units) equal to such amount as the Committee may approve in connection with the Annual Award.  A Participant who is first appointed as a director of the Company after an annual meeting of shareholders and who receives on the date of appointment an Initial Award pursuant to Section 6(b) hereof shall not be eligible to receive an Annual Award pursuant to this Section 6(a) until the first business day following the second annual meeting of shareholders after the director's appointment. The Committee shall specifically approve each grant of an Annual Award to a continuing director.

(b)  Awards Upon Initial Appointment.  If a Participant initially is appointed as a director during the existence of the Plan other than by election at an annual meeting of shareholders, the Committee may issue to such Participant, on the date on which such Participant is first appointed as a director, an Award in the form and with the aggregate value of the Annual Award such Participant would have received if such Participant had been a director on the first business day following the most recent annual meeting of shareholders (the “Initial Award”).  The Committee shall specifically approve each grant of the Initial Award to a newly appointed director.  An Initial Award shall be valued as of the date of grant (calculated using the Black-Scholes Model for Stock Options and Fair Market Value for Restricted Stock and Restricted Stock Units).

(c)  Award Agreements.  All Awards made under the Plan shall be evidenced by an Award Agreement in such form as the Committee shall prescribe.  The Committee need not require the execution of any Award Agreement, in which case receipt of such Award Agreement by the respective Participant will constitute agreement to the terms of the Award Agreement.

 

Section 7.  Terms of Awards

(a)  Stock Options.  Each Award Agreement for the grant of a Stock Option shall specify:  the term of the Stock Option; the number of shares of Common Stock for which the Stock Option is exercisable; the exercise price; any vesting or other restrictions which the Committee may impose; and any other terms and conditions as shall be determined by the Committee at the time of grant of the Stock Option.  The per share exercise price of any Stock Option granted under the Plan shall be the Fair Market Value of a share of Common Stock on the date of the grant.  Any Stock Option shall be exercisable according to the terms of the Plan and at such times and under such conditions as are determined by the Committee and set forth in the Award Agreement.  A Stock Option shall be deemed exercised when the Company receives:  [a] written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Stock Option, and [b] full payment for the shares of Common Stock with respect to which the Stock Option is exercised.  The exercise price 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 of consideration as the Committee may approve.  Each Stock Option shall expire at such time as the Committee shall determine when it is granted, which shall be set forth in the Award Agreement, provided that no Stock Option shall have a term of more than ten years.  The Company shall issue (or cause to be issued) the shares of Common Stock purchased promptly after the exercise of a Stock Option by the Participant.

(b)  Restricted Stock.  Each Award Agreement for the grant of Restricted Stock shall specify:  the period (the "Restricted Period") during which the Restricted Stock may be subject to forfeiture and terms pursuant to which the Restricted Stock will vest, which may include the attainment of specified performance goals, length of service or such other factors or criteria as the Committee shall determine; the number of shares of Restricted Stock subject to the Award; and any other terms and conditions as shall be determined by the Committee at the time of grant of the Restricted Stock.  Each Participant receiving an Award of Restricted Stock shall be issued a certificate in respect of such shares of Restricted Stock unless otherwise provided in the Award Agreement.  Such certificate shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award in substantially the form set forth in the Award Agreement.  The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.  Except as provided in this Section, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any dividends.  Unless otherwise provided in the Award Agreement, any dividends payable with respect to any unvested Restricted Stock shall be automatically deferred and shall be payable immediately upon vesting of the shares of Restricted Stock to which such dividends relate.

(c)  Restricted Stock Units.  Each Award Agreement for the grant of Restricted Stock Units shall specify:  the period (the "RSU Period") during which the Restricted Stock Units may be subject to forfeiture and the terms pursuant to which the Restricted Stock Units will vest, which may include the attainment of specified performance goals, length of service or such other factors or criteria as the Committee shall determine; the number of shares of Common Stock subject to the Restricted Stock Units; and any other terms and conditions as shall be determined by the Committee at the time of grant of the Award.  The Company shall distribute one share of Common Stock for each Restricted Stock Unit that vests immediately after the end of the applicable RSU Period; provided that, as determined by the Committee, an Award Agreement may permit such recipient to elect to defer issuance of any shares of Common Stock that such recipient may be entitled to receive thereunder as permitted under Section 409A.

 

Section 8.  General Provisions Applicable to Awards

(a)  Transferability of Stock Options and Restricted Stock Units. Stock Options and Restricted Stock Units granted under the Plan shall not be transferable other than by will or under the laws of descent and distribution, except as otherwise provided by the Committee.

(b)  Legend on Certificates. The Committee may cause a legend or legends to be put on any certificates for shares of Common Stock delivered under the Plan pursuant to any Award to make appropriate references to any applicable transfer restrictions.

(c)  Termination of Directorship. If for any reason other than death a Participant ceases to be a director of the Company while holding a vested Stock Option granted under the Plan, such Stock Option shall continue to be exercisable for a period of three years (or such other period set forth in the Award Agreement) after such termination or the remainder of the Stock Option term, whichever is shorter (any unvested Stock Option shall be cancelled as of the date of such termination).  If for any reason other than death a Participant ceases to be a director of the Company, any unvested Stock Option granted under the Plan and held by the director shall be cancelled as of the date of such termination.  If for any reason other than death a Participant ceases to be a director of the Company during the RSU Period for any Restricted Stock Units or the Restricted Period for any Restricted Stock, or if a Participant fails to satisfy any other conditions precedent to the delivery of shares of Common Stock to which any Restricted Stock Units relate or to the vesting of any Restricted Stock, all such Restricted Stock Units or Restricted Stock shall be forfeited; provided that the Committee may vary such conditions in any Award Agreement and may subsequently waive such conditions, in whole or in part, based on service, performance and such other factors or criteria as the Committee may determine.  In the event a Participant dies, any unvested Award granted to such Participant shall immediately vest and, in the case of Stock Options, be exercisable by, the designated beneficiary, or, in the absence of a designated beneficiary, by will or in accordance with the laws of descent and distribution for a period of three years (or such other period set forth in the Award Agreement) following the date of death.

(d)  Plan Amendment. The Board may at any time amend, alter, suspend, discontinue or terminate the Plan, including without limitation an amendment to decrease or increase the amount or schedule of the Awards under Section 5; provided, however, that shareholder approval of any amendment of the Plan shall be obtained if otherwise required by (i) the Code or any rules promulgated thereunder, (ii) the listing requirements of the principal national securities exchange, national securities association or over-the-counter market on which the Common Stock is then traded, or (iii) any other applicable law.  Termination of the Plan shall not affect the rights of Participants with respect to any Awards previously granted to them, and all unexpired Awards shall continue in force and effect after termination of the Plan except as they may lapse or be terminated by their own terms and conditions.  Notwithstanding the foregoing, the Board is from amending Section 8(e) of the Plan without shareholder approval.

(e)  Repricing Prohibited. Notwithstanding anything in the Plan to the contrary, and except for the adjustments provided in Section 5(b), the Committee and the Board are prohibited from decreasing the exercise price for any outstanding Stock Option granted to a Participant under the Plan after the date of grant or allowing a Participant to surrender an outstanding Stock Option granted under the Plan to the Company as consideration for the grant of a new Stock Option with a lower exercise price.

(f)  No Rights as Shareholder. No Participant shall have any voting or dividend rights or other rights as a shareholder with respect to any shares of Common Stock subject to a Stock Option or a Restricted Stock Unit granted under the Plan before the date the shares are issued to the Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

(g)  No Right to Continue as Director. Nothing contained in the Plan or any agreement under the Plan will confer upon any Participant any right to continue to serve as a director of the Company.

 

(h)  Severability. If any provision of the Plan or any Stock Option or other form of Award Agreement, if any, or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify the Plan or any Stock Option or other form of Award Agreement under any law deemed applicable by the Committee, then such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, any Stock Option or other Award Agreement, if any, or Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan, any such Stock Option or other Award Agreement and any such Award shall remain in full force and effect.

(i)  Governing Law. The validity, construction and effect of the Plan, any Stock Option or other form of Award Agreement and any Award, and any actions taken under or relating to the Plan, any Stock Option or other Award Agreement and any Award shall be determined in accordance with the laws of the State of Wisconsin and applicable federal law.

(j)  Compliance.

(i)          In the event that the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended, or any other applicable statute, any Awards or any shares of Common Stock with respect to which an Award may be or shall have been granted or exercised, or to qualify any such Awards or shares under the Securities Act of 1933, as amended, or any other statute, then the Participants shall cooperate with the Company and take such action as is necessary to permit registration or qualification of such Awards or shares.

(ii)         Unless the Company has determined that the following representation is unnecessary, each person exercising a Stock Option or receiving shares of Common Stock under the Plan may be required by the Company, as a condition to the issuance of the shares pursuant to exercise of the Stock Option or Award, to make a representation in writing (a) that he or she is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof, and (b) that before any transfer in connection with the resale of such shares, he or she will obtain the written opinion of counsel to the Company, or other counsel acceptable to the Company, that such shares may be transferred.  The Company may also require that the certificates representing such shares contain legends reflecting the foregoing.

(iii)        All Awards and transactions under the Plan are intended to comply with any applicable exemptive conditions under Rule 16b-3, and the Committee shall interpret and administer the Plan, Award Agreements, and any Plan guidelines in a manner consistent therewith.  All Awards under the Plan shall be deemed approved by the Committee and shall be deemed an exempt purchase under Rule 16b-3.

(iv)        It is the intention of the Company that no payment or entitlement pursuant to the Plan will give rise to any adverse tax consequences to a Participant under Section 409A. The Plan shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax or other penalties under Section 409A, including any actions to exempt an award from Section 409A or comply with the requirements of Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under Section 409A.  Neither the Company nor its current or former employees, officers, directors, representatives or agents shall have any liability to any current or former Participant with respect to any accelerated taxation, additional taxes, penalties or interest for which any current or former Participant may become liable in the event that any amounts payable under the Plan are determined to violate Section 409A.

(k)  Tax Withholding.  Whenever shares of Common Stock, cash or other property are to be issued pursuant to an Award, the Company shall have the power to require the recipient of the shares, cash or other property to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements.  Unless otherwise determined by the Committee, withholding obligations may be settled with shares of Common Stock, including shares of Common Stock that are part of the Award that gives rise to the withholding requirement.  The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, its subsidiaries and affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant.  The maximum number of shares that a Participant may use toward satisfying the withholding reimbursement shall not exceed the minimum funding required for the withholding.  Where a Participant’s withholding reimbursement obligation arises by reason of the Participant’s election under Section 83(b) of the Code with respect to the Award, the Participant may not remit unvested shares in satisfaction of the Participant’s withholding reimbursement obligation.

 

APPENDIX B

JOHNSON OUTDOORS INC. 2009 EMPLOYEES’ STOCK PURCHASE PLAN

1. Purpose.

The Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan (the “Plan”) has been established by Johnson Outdoors Inc., a Wisconsin corporation (the “Company”), to allow employees of the Company and its subsidiaries to purchase shares of Class A Common Stock of the Company (“Company Shares”) and thereby share in the ownership of the Company.  The Plan is intended to comply with the requirements of section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Company Shares Available for Purchase.

Subject to adjustment, in accordance with Paragraph 13, the maximum number of Company Shares, which may be purchased pursuant to the Plan shall be 160,000.  Company Shares issued under the Plan may be authorized and unissued shares or treasury shares of the Company.

3. Administration.

The Plan shall be administered by the Compensation Committee of the Board of Directors. All determinations of the Compensation Committee shall be made by at least a majority of its members.

In accordance with the provisions of the Plan, the Compensation Committee shall establish such terms and conditions for the grants of purchase rights as the Compensation Committee may deem necessary or advisable, adopt such rules or regulations which may become necessary or advisable for the operation of the Plan, and make such determinations, and take such other actions, as are expressly authorized or contemplated in the Plan or as may be required for the proper administration of the Plan in accordance with its terms.  The Compensation Committee, in its discretion, may appoint one or more individuals (the “Plan Administrative Committee”) to assist the Compensation Committee in corresponding with employees, with record keeping and in performing other administerial type functions in connection with the Plan; provided, however, that the Plan Administrative Committee shall exercise no discretion with respect to the interpretation of the Plan or of the rights to purchase Company Shares pursuant to the Plan.  The interpretation of any provision of the Plan by the Compensation Committee and any determination on the matters referred to in this paragraph shall be final.

The Company shall indemnify each employee of the Company who is responsible for administering the Plan against any and all claims, losses, damages, expenses, including reasonable counsel fees, incurred by such employee and any liability, including any amounts paid in settlement with the Company’s approval, arising from the employee’s action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of the employee.

4. Eligibility.

From time to time the Compensation Committee shall designate from the group consisting of the Company and subsidiary corporations, the corporations whose employees may participate in the Plan (a “Designated Corporation”).  On any date as of which a determination of eligibility is made, the term “Eligible Employee” shall mean a full-time employee of a Designated Corporation, other than a highly compensated employee with annual compensation at or above the compensation limit as provided under Code section 401(a)(17).  For purposes of the Plan, (a) “full-time” employee of a Designated Corporation means an employee thereof who customarily works at least 20 hours per week and more than five months per calendar year, (b) “subsidiary” and “parent” have the meanings given such terms in Code section 425(c) “highly compensated employee” has the meaning given to such term in Code section 414(q) and (d) “compensation has the meaning given to such term in Code section 415(c)(3).

 

5. Grant of Purchase Rights.

In the discretion of the Compensation Committee, each calendar year, or more frequently if deemed appropriate, beginning on such date as the Committee may specify (the “Grant Date”), each employee who is then an Eligible Employee of a Designated Corporation shall be granted the right to purchase a maximum of 250 Company Shares during a calendar year.  In its discretion, the Compensation Committee may change the maximum number of Company Shares available for purchase by each Eligible Employee: provided that the maximum number of shares available for purchase shall be the same for all Eligible Employees and all Eligible Employees shall have the same rights and privileges with respect to the purchase of Company Shares under the Plan.  However, nothing contained herein shall require the Compensation Committee to cause any purchase rights to be granted hereunder during any calendar year and the Compensation Committee may, in connection with any grant of rights, specify the maximum number of Company Shares in the aggregate available for purchase by all Eligible Employees during any Purchase Period (the “Maximum Number of Purchase Period Company Shares”).

Each purchase right shall be exercisable during the period following the Grant Date as specified by the Compensation Committee (such period may not exceed 27 months and is hereinafter referred to as the “Purchase Period”), subject to the limitations provided in paragraphs 2 and 8.  In the event the Compensation Committee decides to cause any purchase rights to be granted under the Plan, the Company shall send to each Eligible Employee a written notice specifying the Grant Date and the terms and conditions of the right, including the purchase price per share of Company Shares subject to such right.  No Company Shares may be issued pursuant to the exercise of purchase rights after the maximum number of Company Shares provided for in paragraph 2 has been purchased.  Each purchase right granted pursuant to this paragraph 5 shall expire at 12:00 P.M., on the last day of the Purchase Period (the “Purchase Date”).

6. Exercise of Purchase Rights.

An Eligible Employee may elect to participate in the Plan by properly completing an enrollment form provided by the Company (an “Enrollment Form”), and submitting it to the Company, in accordance with the enrollment procedures established by the Plan Administrative Committee.  Participation in the Plan is entirely voluntary.  By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 15% of his or her compensation (which may include base salary, overtime and vacation pay) on each pay day occurring during a Purchase Period (or such other maximum percentage as the Committee may establish from time to time before a Purchase Period begins).  Payroll deductions shall commence on the first payroll date following the Grant Date and end on the last payroll date on or before the Purchase Date.  The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account.  Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.

During the Purchase Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Purchase Period only one time.  To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the Purchase Date.  A Participant may decrease or increase his or her rate of payroll deductions for future Purchase Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the start of the next Purchase Period.  The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Purchase Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with the prior sentence, (b) withdraws from the Plan in accordance with this paragraph 6, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.

 

A Participant’s right to purchase Company Shares will be exercised automatically on the Purchase Date during each Purchase Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole Company Shares that can be purchased with the amounts in the Participant's notional account. No fractional Company Shares may be purchased but notional fractional Company Shares will be allocated to the Participant’s ESPP share account to be aggregated with other notional fractional Company Shares on future Purchase Dates, subject to earlier withdrawal by the Participant in accordance with this paragraph 6 (at which time the Participant shall be paid the fair market value of any fractional Company Share).

A Participant may withdraw from a Purchase Period offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least fifteen days before the Purchase Date.  The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase Company Shares) shall be paid to the Participant promptly following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s right to purchase Company Shares shall be automatically terminated.  If a Participant withdraws from a Purchase Period offering, no payroll deductions will be made during any succeeding Purchase Period offering, unless the Participant re-enrolls in accordance with the terms of the Plan.

A Participant’s election to withdraw from a Purchase Period will not have any effect upon his or her eligibility to participate in succeeding Purchase Periods that commence following the completion of the Purchase Period from which the Participant withdraws.

Upon termination of a Participant’s employment for any reason before the Purchase Date, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase Company Shares) shall be returned to the Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts and the Participant’s right to purchase Company Shares shall be automatically terminated.

If applications to purchase a number of Company Shares in excess of the Maximum Number of Purchase Period Company Shares are received by the Plan Administrative Committee, each employee properly exercising purchase rights during such Purchase Period shall be entitled to purchase: a pro rata portion of the Company Shares available based on the number of shares with respect to which such employee has exercised his purchase rights and the aggregate number of shares with respect to which all employees have exercised purchase rights during the Purchase Period.

Notwithstanding any other provisions in this paragraph 6, the Compensation Committee may adjust the number of Company Shares which may be purchased by an employee according to such non-discriminatory rules and regulations as the Compensation Committee may establish from time to time.

7. Purchase Price.

The purchase price per share of each purchase right granted under the Plan shall be the lesser of (a) 85% of the fair market value of a Company Share on the Grant Date and (b) 85% of the fair market value of a Company Share on the Purchase Date.  Unless otherwise determined by the Compensation Committee, the fair market value of a Company Share shall be the closing price of a Company Share in the applicable market on the day of determination, as reported by the Nasdaq Stock Market (or if such day is a day for which no closing price for a Company Share is so set forth, the next preceding day for which a closing price is so set forth).  Notwithstanding the foregoing, the purchase price per share of a Company Share shall in no event be less than the par value of a Company Share.

 

8. Individual Limitation.

No employee shall be granted the right to purchase any Company Shares hereunder if such employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary or any parent of the Company.  For purposes of this 5% limitation, an employee will be considered as owning all stock which the employee may purchase under any outstanding right or option, regardless of the characterization and treatment of such right or option under the Code, and a right or option will be considered outstanding even though under its terms it may be exercised only in installments or only after the expiration of a fixed period of time.  An employee will be considered as owning stock attributable to him pursuant to Code section 425(d).  Moreover, no employee may be granted a right to purchase Company Shares under the Plan which permits such employee’s rights to purchase stock under the Plan and all employee stock purchase plans (as defined in Code section 423) of the Company and its parent and subsidiary corporations to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined at the time such right is granted) for each calendar year in which such right is outstanding at any time.  The right to purchase Company Shares shall be deemed to accrue when the right or option (or any part thereof) first becomes exercisable during the calendar year.

9. Limitations on Exercise of Purchase Rights.

Purchase rights granted under the Plan shall not become exercisable until such time as the Company Shares which may be issued pursuant to the Plan (i) have been registered under the Securities Act of 1933, as amended (the “Act’), and any applicable state and foreign securities laws; or (ii) in the opinion of the Company’s counsel, may be issued pursuant to an exemption from registration under the Act and in compliance with any applicable state and foreign securities laws.

10. Stock Certificates.

Company Shares may be certificated or uncertificated, as provided under the Wisconsin Business Corporation Law, and shall be entered in the books of the Company and registered as they are issued.  Company Shares purchased under the Plan shall be issued as soon as reasonably practicable after the last day of a Purchase Period.  The Company will pay any taxes or fees in connection with each such issue.

11. Nontransferability of Purchase Rights.

An employee’s right to exercise purchase rights under the Plan shall not be transferable by such employee and may be exercised only by the employee.  An employee’s right to exercise purchase rights may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.  A Participant may file, on forms supplied by the Company, a written designation of beneficiary who is to receive any Company Shares and cash in respect of any fractional Company Shares, if any, from the Participant's ESPP share account under the Plan in the event of such Participant's death.  In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant's notional account in the event of the Participant's death prior to the Purchase Date.

12. Annual Statement.

Participants will be provided with statements at least annually, which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any Company Shares purchased with accumulated funds, the number of Company Shares purchased.

 

13. Adjustments.

In order to prevent dilution or enlargement of purchase rights, in the event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or other change in Company Shares, the Compensation Committee shall make appropriate changes in the number of Company Shares which may be purchased pursuant to the Plan, and the number of Company Shares covered by, and the purchase price under, each outstanding purchase right, and such other changes in the Plan and outstanding purchase rights as the Compensation Committee may deem appropriate under the circumstances. No rights to purchase a fractional Company Share shall result from any such change.

 

14. Restrictions on Stock Transferability.

The Compensation Committee shall impose such non-discriminatory restrictions on the transfer of any shares of stock acquired pursuant to the exercise of a purchase right under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange upon which such shares of stock are then listed, if any, and under any state and foreign securities laws applicable to such shares.

15. Amendment/Termination.

The Board of Directors may amend or terminate the Plan at any time, but any such amendment or termination (other than an adjustment contemplated by paragraph 13) shall not affect purchase rights outstanding at the time thereof; provided, however, that the Board of Directors may not, without the approval of the shareholders of the Company, amend the Plan to (i) increase the maximum number of Company Shares which may be purchased pursuant to the Plan (except as provided in paragraph 13); (ii) modify the requirements as to eligibility for participation in the Plan; (iii) change the class of corporations whose employees will be granted purchase rights under the Plan; or (iv) materially increase the benefits to participants under the Plan.

16. Governing Law, Jurisdiction, Venue and Notice.

The validity, construction, and effect of the Plan, any dispute over interpretation of Plan terms or any claims with respect to rights under the Plan, or for other relief, and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Wisconsin and applicable federal law. The exclusive venue for any legal action or proceeding with respect to this Plan, any Award, or for recognition and enforcement of any judgment in respect of this Plan, shall be a court sitting in the County of Racine, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin. Service of process, summons, or notice by U.S. registered mail shall be effective with respect to any such proceeding, if directed to the Company at its principal executive offices.  All other notices or communication otherwise required or permitted under the Plan shall be in writing and (a) sent by overnight courier, (b) mailed by certified or registered mail, return receipt requested, or (c) by e-mail.

17.  Equal Rights and Privileges.

Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted rights under the Plan shall have the same rights and privileges.  The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code.  Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.

18.  Effective Date.

The Plan shall become effective as of the date of its adoption by the Board of Directors of the Company, subject to approval of the Plan by the shareholders within twelve months of such effective date.  Purchase rights may be granted prior to such approval, provided that such purchase rights shall be subject to such approval.

In the event that the shareholders of the Company do not approve the Plan, all applications to purchase Company Shares shall be revoked and all payments made shall be refunded to affected Eligible Employees as soon as possible following the shareholder’s action.

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