<PAGE>
EXHIBIT 10.4
FORM OF DIRECTOR 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 non-employee director of the
Company whose signature is set forth on the
signature page (the "Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the LaCrosse Footwear, Inc.
2001
Non-Employee Director Stock Option Plan
(the "Plan"), which provides for
automatic grants of options for shares of
the Company's common stock, $.01 par
value (the "Stock"), to be made to the
non-employee members of the Board of
Directors of the Company (the "Board") in
order to secure for the Company and
its shareholders the benefits of the
long-term incentives inherent in increased
common stock ownership by members of the
Board who are not employees of the
Company or its Affiliates and to assist the
Company in promoting a greater
identity of interest between the
non-employee directors and the shareholders of
the Company; and
WHEREAS, the Optionee is a member of the Board who is not an
employee of the Company or any of its
Affiliates, and is entitled to receive an
option under the terms of the Plan.
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:
11. 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 nonstatutory
option (the "Option") to purchase 3,000
shares of Stock (the "Option Stock") at
the purchase price per share set forth on
the signature page (which is equal to
100% of the Fair Market Value per share of
Stock on the Grant Date).
(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
tenth (10th) anniversary of the Grant Date
(the "Expiration Date"). Beginning on
the first anniversary of the Grant Date,
this Option may be exercised while the
Optionee is serving as a director in
accordance with the following chart:
14
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
Date on which Option Stock is
Percent of Shares of Option Stock
First Exercisable
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>
(c) Method
of Exercise. The Optionee may exercise the Option in whole or
in part 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. 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, or (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.
(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.
12. Exercise of Option After
Termination of Membership on the Board.
(a)
Resignation. If the Optionee voluntarily resigns from the Board
or
voluntarily decides not to stand for
reelection to the Board, in either case
before reaching age seventy (70), the
Optionee may exercise the Option, to the
extent exercisable under Paragraph 1(b) as
of the date the Optionee ceases to be
a director, within three (3) months after
such termination of service as a
director of the Company, but in no event
beyond the Expiration Date.
(b) Other
Termination. If the Optionee ceases b
