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EXHIBIT 10.3
FORM OF EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT
LACROSSE FOOTWEAR, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth
on
the signature page (the "Grant Date") by
and between LACROSSE FOOTWEAR, INC., a
Wisconsin corporation (the "Company"), and
the employee whose signature is set
forth on the signature page (the
"Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the 2001 Stock Incentive Plan
(the
"Plan"), under which options for shares of
the Company's common stock (the
"Stock") may be awarded to certain officers
and other key employees of the
Company and any subsidiary (individually, a
"Participating Company" and
collectively, the "Participating
Companies"); and
WHEREAS, the Optionee is an officer or other key employee of a
Participating Company, and the Company
desires the Optionee to remain employed
and to provide an opportunity for the
Optionee to own Stock in order to increase
his or her proprietary interest in the
success of the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth,
the parties hereby mutually covenant
and agree as follows:
1. Award of Option.
(a) Number
of Shares and Exercise Price. Subject to the terms and
conditions of this Agreement, the Company
awards the Optionee a non-statutory
option (the "Option") to purchase the
number of shares of Stock set forth on the
signature page (the "Option Stock") at the
purchase price per share set forth on
the signature page. The Option is not
intended to satisfy the requirements of
Code section 422.
(b)
Exercise and Term. Except as described in Paragraph 2, the Option
may
not be exercised prior to the first
anniversary of the Grant Date or after the
earlier to occur of (i) the Optionee's
termination of employment from all
Participating Companies or (ii) the
Expiration Date set forth on the signature
page. Beginning on the first anniversary of
the Grant Date, this Option
may be exercised in accordance with the
following chart:
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<TABLE>
<CAPTION>
<S>
<C>
Date on which Option Stock is First
Exercisable Percent of Shares of
Option Stock Exercisable
-----------------------------------------------
---------------------------------------------
First
anniversary of the Grant Date
20%
Second
anniversary of the Grant Date
40%
Third
anniversary of the Grant Date
60%
Fourth
anniversary of the Grant Date
80%
Fifth
anniversary of the Grant Date
100%
</TABLE>
The Optionee shall not be considered to have terminated
employment
during any period of a leave of absence
approved by a duly elected officer of
the Company, other than the Optionee.
(c) Method
of Exercise. The Optionee may exercise the Option in whole or
in part (for a minimum of 100 shares of
Option Stock or all of the shares then
subject to the Option, if fewer) by notice
in writing to the Company. At the
time of exercise, the Optionee must pay to
the Company the aggregate purchase
price for the Option Stock being exercised,
and tax withholding payments if so
requested by the Company under Paragraph 6.
Payment may be made (i) in cash or
by certified check; (ii) by delivery of
Stock registered in the name of the
Optionee that has been owned for at least
six (6) months; (iii) by delivery
(including by fax) to the Company or its
designated agent of a properly executed
exercise notice together with irrevocable
instructions to a broker to sell or
margin a sufficient portion of the Option
Stock and promptly deliver to the
Company the sale or margin loan proceeds
required to pay the purchase price; or
(iv) by a combination thereof.
(d)
Payment of Purchase Price with Stock. Any Stock tendered in payment
of
the purchase price shall be free and clear
of all liens and other adverse claims
and duly endorsed in blank by the Optionee
or accompanied by stock powers duly
endorsed in blank. Stock tendered shall be
valued at Fair Market Value on the
date on which the Option is exercised.
2. Exercise of Option After Termination of
Employment.
(a) Death
or Disability. If the Optionee terminates employment with all
Participating Companies because of death or
Total Disability (as defined below),
the Optionee or, in the case of his or her
death, the Optionee's Beneficiary,
may exercise the Option within twenty-four
(24) months after such termination of
employment, but in no event beyond the
Expiration Date, without regard to the
exercise restrictions of Paragraph 1(b). If
such a termination occurs prior to
the first anniversary of the Grant Date,
however, the Optionee (or his or her
Beneficiary) may not exercise the Option
until the end of the six (6) month
period beginning on the Grant Date, unless
the Board or Committee waives the six
(6) month restriction.
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(b)
Retirement. If the Optionee terminates employment with all
Participating Companies because of
Retirement (as defined below) after the first
anniversary of the Grant Date, the Optionee
may exercise the Option within
twenty-four (24) months after such
termination of employment, but in no event
beyond the Expiration Date, without regard
to the exercise restrictions of
Paragraph 1(b). If such a termination of
employment occurs prior to the first
anniversary of the Grant Date, the Optionee
may exercise the Option only to the
extent, if any, as the Board or Committee
determines.
(c) Cause.
If a Participating Company terminates the Optionee's employment
for Cause (as defined below), the Option
shall automatically be forfeited and
cancelled without notice on the date of
such termination.
(d) Other
Termination. If the Optionee terminates employment with the
Participating Companies on or after the
first anniversary of the Grant Date for
any reason other than Cause, death,
Retirement or Total Disability, the Optionee
may exercise the Option, to the extent it
is exercisable under Paragraph 1(b) as
of the date of such termination, within
thirty (30) days after such termination
of employment, but in no event beyond the
Expiration Date. If such a termination
of employment occurs prior to the first
anniversary of the Grant Date, the
Optionee may exercise the Option only to
the extent, if any, as the Board or
Committee determines.
(e)
Definitions. As used herein:
(i) "Retirement" means termination of employment with all
Participating Companies on or after the
Optionee's 65th birthday, except in
circumstances of Cause, death o
