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EXHIBIT 10.06
LACROSSE FOOTWEAR, INC.
2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
AS AMENDED AND RESTATED
SECTION 1. ESTABLISHMENT
LACROSSE
FOOTWEAR, INC. (the "Company") hereby establishes a stock
option
plan for non-employee directors, as described herein, which shall
be known as
the "LACROSSE FOOTWEAR, INC. 2001 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN, as
AMENDED AND RESTATED" (the "Plan"). It is intended that only
nonstatutory stock
options may be granted under the Plan.
SECTION 2. PURPOSE
The
purpose of the Plan is to promote the long-term growth and
financial
success of the Company. The Plan is intended 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. It is intended that the Plan will induce
and
encourage highly experienced and qualified individuals to serve on
the Board and
assist the Company in promoting a greater identity of interest
between the
Non-employee Directors and the shareholders of the Company.
SECTION 3. DEFINITIONS
The
following terms shall have the respective meanings set forth
below,
unless the context otherwise requires:
(a)
"Affiliate" shall mean any corporation, partnership, joint venture,
or
other entity in which the Company holds an equity, profit, or
voting interest of
more than fifty percent (50%).
(b)
"Board" shall mean the Board of Directors of the Company.
(c) "Code"
shall mean the Internal Revenue Code of 1986, as amended.
(d)
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended from time to time.
(e) "Fair
Market Value per Share" shall mean for any day the average of
the high and low sales prices for a Share in the over-the-counter
market, as
reported by the Nasdaq Stock Market on the business day immediately
preceding
such day, or, if there were no trades of Shares on such business
day, on the
most recent preceding business day on which there were trades. If
Shares are not
listed or admitted to trading on the Nasdaq Stock Market when the
determination
of fair market value is to be made, Fair Market Value per Share
shall be the
mean between the highest and lowest reported sales prices of Shares
on that date
on the principal exchange on which the Shares are then listed. If
the Shares are
not listed on any national exchange, Fair
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Market Value per Share shall be the amount determined in good faith
by the Board
to be the fair market value of a Share at the relevant time.
(f)
"Non-employee Director" shall mean a member of the Board who is not
an
employee of the Company or any Affiliate.
(g)
"Shares" shall mean shares of common stock of the Company, $.01
par
value per share, and such other securities or property as may
become subject to
Options pursuant to an adjustment made under Section 11 of the
Plan.
SECTION 4. EFFECTIVE DATE OF THE PLAN
The
effective date of the Plan is the date of its adoption by the
Board,
December 11, 2000, subject to the approval and ratification of the
Plan by the
shareholders of the Company, and any and all awards made under the
Plan prior to
such approval shall be subject to such approval.
SECTION 5. SHARES AVAILABLE FOR OPTIONS
Subject to
adjustment in accordance with the provisions of Section 11, the
number of Shares which may be issued pursuant to the Plan shall not
exceed
100,000. Such Shares may be authorized and unissued Shares or
treasury shares.
If, after the effective date of the Plan, any Options terminate,
expire or are
canceled prior to the delivery of all of the Shares issuable
thereunder, then
the number of Shares counted against the number of Shares available
under the
Plan in connection with the grant of such Option, to the extent of
any such
termination, expiration or cancellation, shall again be available
for the
granting of additional Options under the Plan. If the exercise
price of any
Option granted under the Plan is satisfied by tendering Shares (by
either actual
delivery or by attestation), only the number of Shares issued net
of the Shares
tendered shall be deemed delivered for purposes of determining the
maximum
number of Shares available for delivery under the Plan.
SECTION 6. PLAN
OPERATION
(a)
Formula Plan. The Plan is intended to meet the "formula" plan
requirements of Rule 16b-3 (or any successor provision thereto), as
interpreted,
adopted under the Exchange Act and accordingly is intended to be
self-governing.
(b)
Administration. The Plan shall be administered by the Board. The
Board
may, by resolution, delegate part or all of its administrative
powers with
respect to the Plan. The Board shall have all of the powers vested
in it by the
terms of the Plan, such powers to include the authority, within the
limits
prescribed herein, to establish the form of the agreement embodying
grants of
Options made under the Plan. The Board shall, subject to the
provisions of the
Plan, have the power to construe the Plan, to determine all
questions arising
thereunder and to adopt and amend such rules and regulations for
the
administration of the Plan as it may deem desirable, such
administrative
decisions of the Board to be final and conclusive. Except to the
extent
prohibited by applicable law, the Board may authorize any one or
more of their
number or the
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Secretary or any other officer of the Company to execute and
deliver documents
on behalf of the Board.
SECTION 7. NONSTATUTORY STOCK OPTION AWARDS TO NON-EMPLOYEE
DIRECTORS
(a)
Eligibility. Non-employee Directors shall automatically be
granted
Options under the Plan in the manner set forth in this Section 7
for no cash
consideration. A Non-employee Director may hold more than one
Option under the
Plan in his or her capacity as a Non-employee Director of the
Company, but only
on the terms and subject to the conditions set forth herein. All
options granted
to Non-employee Directors pursuant to the Plan shall be
nonstatutory stock
options which do not qualify for special tax treatment under Code
Sections 421
or 422.
(b)
Grants.
(i)
Initial Grant. Any person who first becomes a new Non-Employee
Director after January 1, 2004, but prior to January 1, 2005, shall
be granted
an option (an "Option") to purchase three thousand (3,000) Shares
under the Plan
upon the latter of first becoming a Non-Employee Director or May 4,
2004. Any
person who first becomes a new Non-Employee Director on or after
January 1, 2005
shall be granted an Option to purchase five thousand (5,000) Shares
under the
Plan upon first becoming a Non-Employee Director.
(ii)
Ann
