|
<PAGE>
Exhibit 10.2
LACROSSE FOOTWEAR, INC.
2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
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" (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 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.
<PAGE>
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
150,000. 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 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) Grant. On the first business day of January of each calendar
year beginning
in January, 2005, each Non-employee Director at such time shall
be granted an
Option to purchase three thousand (5,000) Shares under th
| 
