<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant [X]
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))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 14a-11(c) or Rule 14a-12
Johnson Worldwide Associates, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(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.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[JWA LOGO]
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1999
To the Shareholders of
JOHNSON WORLDWIDE ASSOCIATES, INC.
The Annual Meeting of Shareholders of Johnson Worldwide Associates, Inc.
will be held on Tuesday, January 26, 1999 at 9:45 a.m., local time, at the
Company's Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, for
the following purposes:
1. To elect 6 directors to serve for the ensuing year.
2. To consider and act upon proposed amendments to the Johnson Worldwide
Associates, Inc. 1994 Long-Term Stock Incentive Plan to increase the
number of shares of Class A common stock authorized for issuance from
650,000 to 900,000 and change the period for the individual limit on
share awards.
3. To consider and act upon a proposed amendment to the Johnson
Worldwide Associates, Inc. 1994 Non-Employee Director Stock Ownership
Plan to increase the number of shares of Class A common stock
authorized for issuance from 50,000 to 100,000.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on Wednesday, December 16,
1998 will be entitled to notice of and to vote at the 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.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD FOR CLASS A COMMON STOCK AND/OR
THE PROXY CARD FOR CLASS B COMMON STOCK IN THE RETURN ENVELOPE PROVIDED IN ORDER
TO BE SURE THAT YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING.
By Order of the Board of Directors
CARL G. SCHMIDT
CARL G. SCHMIDT
Senior Vice President and Chief
Financial Officer,
Secretary and Treasurer
Sturtevant, Wisconsin
December 17, 1998
<PAGE> 3
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1999
This Proxy Statement, which is first being mailed to shareholders on or
about December 21, 1998, is furnished in connection with the solicitation of
proxies by the Board of Directors of Johnson Worldwide Associates, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company to be
held on Tuesday, January 26, 1999 at 9:45 a.m., local time, at the Company's
Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, and at any
adjournment or postponement thereof ("Annual Meeting").
Shareholders who execute proxies may revoke them at any time before they
are voted by written notice addressed to the Secretary at the Company's address
shown above, or by giving notice in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at the
Annual Meeting. Where a shareholder specifies a choice by means of a ballot
provided in the proxy, the shares will be voted in accordance with such
specification.
The record date for shareholders entitled to notice of and to vote at the
Annual Meeting is December 16, 1998. On the record date, the Company had
outstanding and entitled to vote 6,870,045 shares of Class A common stock and
1,223,861 shares of Class B common stock. Holders of Class A common stock are
entitled to one vote per share for directors designated to be elected by holders
of Class A common stock and for other matters. Holders of Class B common stock
are entitled to one vote per share for directors designated to be elected by
holders of Class B common stock and ten votes per share for other matters.
ELECTION OF DIRECTORS
Six 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 Class A common stock have the right to elect 25% of the authorized number of
directors and the holders of Class B common stock are entitled to elect the
remaining directors. At the Annual Meeting, holders of Class A common stock will
elect two directors and holders of Class B common stock will elect four
directors. Thomas F. Pyle, Jr. and Glenn N. Rupp (the "Class A Directors") are
the nominees designated to be voted on by the holders of Class A common stock,
and Samuel C. Johnson, Helen P. Johnson-Leipold, R. C. Whitaker and Gregory E.
Lawton (the "Class B Directors") are the nominees designated to be voted on by
the holders of Class B common stock.
Proxies received from holders of Class A common stock will, unless
otherwise directed, be voted for the election of the nominees designated to be
voted on by the holders of Class A common stock and proxies received from
holders of Class B common stock will, unless otherwise directed, be voted for
the election of the nominees designated to be voted on by the holders of Class B
common stock. 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
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<PAGE> 4
cannot be voted for more than four 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 at a meeting at which a quorum is present.
"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 meeting by such class. Consequently, any shares not voted on
this matter (whether by abstention, broker non-vote or otherwise) will have no
effect on the election of directors, except to the extent the failure to vote
for an individual results in that individual not receiving a sufficient number
of votes to be elected.
Listed below are the nominees of the Board of Directors for election at the
Annual Meeting. Each of the nominees is presently a director of the Company. 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, will have
discretionary authority to select and vote for substituted nominees. The Board
of Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING LAST FIVE YEARS SINCE
---- --- ---------------------- --------
<S> <C> <C> <C>
Samuel C. Johnson...................... 70 Chairman of the Board of the Company 1970
since January 1994. Chairman of the
Executive Committee of the Board of
Directors of the Company from October
1992 to January 1994. Chairman and
until 1988, Chief Executive Officer of
S.C. Johnson & Son, Inc. (manufacturer
of household maintenance and
industrial products). Director of
Mobil Corporation, H.J. Heinz Company
and Deere & Company.
Thomas F. Pyle, Jr..................... 57 Vice Chairman of the Board of the 1987
Company since October 1997. Chairman
of The Pyle Group since September 1996
(financial services and investments).
Chairman, President and Chief
Executive Officer of Rayovac
Corporation (manufacturer of batteries
and lighting products) from 1982 until
September 1996. Director of Kewaunee
Scientific Corporation, Riverside
Paper Corporation and Sub Zero
Corporation.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING LAST FIVE YEARS SINCE
---- --- ---------------------- --------
<S> <C> <C> <C>
Helen P. Johnson-Leipold............... 41 Vice President, Worldwide Consumer 1994
Products -- Marketing of S. C. Johnson
& Son, Inc. since September 1998. Vice
President, Personal and Home Care
Products of S. C. Johnson & Son, Inc.
from October 1997 to September 1998.
Executive Vice President -- North
American Businesses of the Company
from October 1995 until July 1997.
Vice President -- Consumer Marketing
Services Worldwide of S. C. Johnson &
Son, Inc. from 1992 to September 1995.
Ms. Johnson-Leipold is the daughter of
Samuel C. Johnson.
R.C. Whitaker.......................... 51 President and Chief Executive Officer 1996
of the Company since October 1996;
President and Chief Executive Officer
of EWI, Inc. (a supplier to the
automotive industry) from December
1995 to October 1996(1). Chairman,
President and Chief Executive Officer
of Colt's Manufacturing Company, Inc.
(manufacturer of firearms) from 1992
to September 1995. Director of Weirton
Steel Corporation.
Gregory E. Lawton...................... 47 President and Chief Executive Officer 1997
of NuTone, Inc. (manufacturer of
ventilation fans, intercom systems and
other home products) since July 1994.
Vice President and General Manager of
Procter & Gamble from 1989 to 1994.
Director of General Cable Corporation.
Glenn N. Rupp.......................... 54 Chairman and Chief Executive Officer 1997
of Converse Inc. (manufacturer and
marketer of athletic and leisure
footwear) since April 1996. Acting
Chairman of McKenzie Sports Products
Inc. from August 1994 to April 1996.
President and Chief Executive Officer
of Simmons Upholstered Furniture Inc.
from August 1991 until May 1994(2).
Director of Consolidated Papers, Inc.
</TABLE>
- ---------------
(1) EWI, Inc. filed a voluntary petition for reorganization under Chapter 11 of
the Bankruptcy Code in April 1996. The matter is awaiting final creditor
approval.
(2) Simmons Upholstered Furniture Inc. filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in July 1994.
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<PAGE> 6
COMMITTEES
The Board of Directors has standing Executive, Audit, Compensation and
Stock Committees and does not have a nominating committee.
The Executive Committee assists the Board of Directors in developing and
evaluating general corporate policies and objectives and, subject to certain
limitations, has the power to exercise fully the powers of the Board of
Directors. Present members of the Executive Committee are Messrs. Johnson
(Chairman), Pyle and Whitaker.
The Audit Committee presently consists of Messrs. Rupp (Chairman) and
Lawton and Ms. Johnson-Leipold. The Audit Committee annually recommends to the
Board of Directors independent public accountants to act as auditors for the
Company, reviews with the auditors in advance the scope of the annual audit,
reviews with the auditors and management, from time to time, the Company's
accounting principles, policies and practices and reviews with the auditors
annually the results of their audit.
The Compensation Committee presently consists of Messrs. Pyle (Chairman),
Lawton and Rupp. The Compensation Committee determines the salaries and other
nonequity-based compensation of the executive officers and key employees of the
Company.
The Stock Committee presently consists of Messrs. Lawton (Chairman) and
Rupp. The Stock Committee determines all equity-based compensation for executive
officers and key employees of the Company. The Stock Committee administers the
Johnson Worldwide Associates, Inc. Amended and Restated 1986 Stock Option Plan,
the Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan and
the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan.
MEETINGS AND ATTENDANCE
During the year ended October 2, 1998, there were four meetings of the
Board of Directors, two meetings of the Audit Committee, three meetings of the
Compensation Committee and no meetings of the Stock Committee (all actions were
taken by unanimous written consent). All directors attended at least 75% of the
meetings of the Board of Directors and at least 75% of the meetings of the
committees on which they serve.
COMPENSATION OF DIRECTORS
Retainer and Fees. Each director who is not an employee of the Company
("non-employee director") is entitled to receive an annual retainer of $15,000
and $1,000 for each meeting of the Board of Directors and each committee meeting
attended. The Vice Chairman of the Board receives an additional annual retainer
of $35,000. Non-employee directors are also entitled to receive an annual
retainer for serving on committees of the Board of Directors as follows: the
Chairman of each committee receives $3,500 and the other members each receive
$1,000.
Stock-Based Plans. The Company maintains the Johnson Worldwide Associates,
Inc. 1994 Non-Employee Director Stock Ownership Plan (the "1994 Director Plan"),
which was approved by shareholders on January 27, 1994. Shareholders will vote
on a proposed amendment to increase the number of shares authorized for issuance
under the 1994 Director Plan at the Annual Meeting. The 1994 Director Plan
currently provides for up to 50,000 shares of Class A common stock to be issued
to non-employee directors in the following forms:
Stock Options. Upon first being elected or appointed as a director of
the Company during the existence of the 1994 Director Plan, a non-employee
director automatically receives an option to
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<PAGE> 7
purchase 5,000 shares of Class A common stock. The exercise price for such
options is the fair market value of a share of Class A common stock on the
date of grant. Options have a term of ten years and become fully
exercisable one year after the date of grant.
Restricted Stock Awards. In addition, each non-employee director of
the Company automatically receives 500 shares of Class A common stock on
the first business day after the Company's annual meeting of shareholders
in each year during the existence of the 1994 Director Plan. Shares of
Class A common stock granted to non-employee directors will not be eligible
to be sold or otherwise transferred while the non-employee director remains
a director of the Company and thereafter the restrictions will lapse.
However, a non-employee director may transfer the shares to any trust or
other estate in which the director has a substantial interest or a trust of
which the director serves as trustee or to his or her spouse and certain
other related persons, provided the shares will continue to be subject to
the transfer restrictions described above.
On January 29, 1998, 500 shares of restricted stock were awarded to each of
the non-employee directors of the Company at that time (Messrs. Johnson, Pyle,
Lawton and Rupp and Ms. Johnson-Leipold).
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<PAGE> 8
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth certain information at November 1, 1998
regarding the beneficial ownership of each class of the Company's common stock
by each director, each person known by the Company to own beneficially more than
5% of either class of the Company's common stock, each executive officer named
in the Summary Compensation Table set forth below, and all directors and
executive officers as a group based upon information furnished by such persons.
Except as indicated in the footnotes, the persons listed have sole voting and
investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(1)
---------------------------------- ----------------------------------
PERCENTAGE OF PERCENTAGE OF
NUMBER OF CLASS NUMBER OF CLASS
NAME AND ADDRESS SHARES OUTSTANDING SHARES OUTSTANDING
---------------- --------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Samuel C. Johnson................. 2,430,476(2)(3) 35.3% 1,062,330(2)(4) 86.8%
4041 North Main Street
Racine, Wisconsin 53402
Imogene P. Johnson................ 33,718(4) * 1,037,330(4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
JWA Consolidated, Inc. ........... 114,464(5) 1.7 1,037,330(4) 84.8
4041 North Main Street
Racine, Wisconsin 53402
Johnson Trust Co. ................ 351,296(6) 5.1 142,616(6) 11.7
4041 North Main Street
Racine, Wisconsin 53402
Helen P. Johnson-Leipold.......... 265,988(5)(7)(8) 3.9 1,056,722(4)(6)(8) 86.3
4041 North Main Street
Racine, Wisconsin 53402
Royce & Associates, Inc. ......... 697,270(9) 10.1 -- --
1414 Avenue of the Americas
New York, New York 10019
Dimensional Fund Advisors Inc. ... 546,800(10) 7.9 -- --
1299 Ocean Avenue
Santa Monica, California 90401
R. C. Whitaker.................... 78,316(11) 1.1 -- --
Carl G. Schmidt................... 64,650(12) * -- --
Mamdouh Ashour.................... 41,066(13) * -- --
Thomas F. Pyle, Jr. .............. 22,238(14) * -- --
Gregory E. Lawton................. 5,500(7) * -- --
Glenn N. Rupp..................... 5,500(7) * -- --
All directors and executive
officers as a group (8
persons)........................ 2,913,734(2)(4)(5) 41.2 1,081,722(2)(4) 88.4
(6)(8)(15) (6)(8)
</TABLE>
- ---------------
* The amount shown is less than 1% 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. As a
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<PAGE> 9
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 do not include Class A Shares which
may be acquired upon the conversion of Class B Shares.
(2) Shares reported by Mr. Johnson include 98,000 Class A Shares and 1,037,330
Class B Shares over which Mr. Johnson may be deemed to share voting power
and investment power. The 98,000 Class A Shares are held of record by a
corporation controlled by Mr. Johnson through various trusts. The 1,037,330
Class B Shares are held of record by the Johnson Worldwide Associates, Inc.
Class B Common Stock Voting Trust ("Voting Trust") of which certain trusts
of which Mr. Johnson serves as sole trustee are Voting Trust unit holders.
Mr. Johnson owns 2,074,127 Class A Shares and 47,046 Class B Shares as sole
trustee of a trust for his benefit and reports beneficial ownership of the
remaining Class A Shares and Class B Shares indirectly as the sole trustee
of a trust for the benefit of Mr. Johnson, members of his family or related
entities (the "Johnson Family"), as the sole trustee of a shareholder of
certain corporations, or pursuant to options to acquire Class A Shares. Not
included in the number of Class A Shares or Class B Shares beneficially
owned by Mr. Johnson are Class A Shares or Class B Shares held by Mr.
Johnson's wife, Imogene P. Johnson, by family partnerships of which Mr.
Johnson is not a general partner, or does not directly or indirectly
control a general partner, by corporations in which all of the common stock
is beneficially owned by Mr. Johnson's adult children or by Johnson Trust
Company, Inc. ("JT"), except as otherwise noted.
(3) Includes options to acquire 7,057 Class A Shares, which options are
exercisable within 60 days.
(4) Shares reported by Mrs. Johnson include 1,037,330 Class B Shares directly
held by the Voting Trust and over which Mrs. Johnson has shared voting
power and shared investment power as sole trustee of the Voting Trust, and
all of which are also reported as beneficially owned by Mr. Johnson, Ms.
Johnson-Leipold and JWA Consolidated, Inc. as Voting Trust unit holders.
Mrs. Johnson reports the remaining shares as personally owned.
(5) The 114,464 Class A Shares are also reported as beneficially owned by Ms.
Johnson-Leipold as sole trustee of the Samuel C. Johnson Family Trust,
which controls JWA Consolidated, Inc.
(6) Includes 301,780 Class A Shares and 75,992 Class B Shares over which JT has
shared voting power and shared investment power, of which 19,392 Class B
Shares are also reported as beneficially owned by Ms. Johnson-Leipold. JT
reports beneficial ownership of the Class A Shares and Class B Shares
reflected in the table as sole trustee of various trusts principally for
the benefit of members of the Johnson Family. Mr. Johnson is directly or
indirectly the controlling shareholder of JT.
(7) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days.
(8) Includes 111,024 Class A Shares and 19,392 Class B Shares over which Ms.
Johnson-Leipold has shared voting power and shared investment power, all of
which are reported as beneficially owned by JT. Ms. Johnson-Leipold
beneficially owns such Class A Shares and Class B Shares indirectly as the
settlor and beneficiary of a trust and through such trust as a general
partner of certain limited partnerships controlled by the Johnson Family
and as a controlling shareholder, with trusts for the benefit of Mr.
Johnson and his adult children, of certain corporations.
(9) The information is based on a report on Schedule 13G, dated February 3,
1998, filed by Royce & Associates, Inc. ("Royce") and Charles M. Royce with
the Securities and Exchange Commission. Mr. Royce may be deemed to be a
controlling person of Royce and as such may be deemed to
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<PAGE> 10
beneficially own the shares held by Royce. Royce reported sole voting and
sole dispositive power with respect to all of the reported shares.
(10) The information is based on a report on Schedule 13G, dated February 6,
1998, filed by Dimensional Fund Advisors Inc., a registered investment
advisor ("Dimensional") with the Securities and Exchange Commission.
Dimensional reported sole voting power with respect to 352,500 of the
shares and sole dispositive power with respect to all of the reported
shares. Dimensional disclaims beneficial ownership of all of the reported
shares, which are owned by advisory clients of Dimensional.
(11) Includes options to acquire 58,333 Class A Shares, which options are
exercisable within 60 days.
(12) Includes options to acquire 58,666 Class A Shares, which options are
exercisable within 60 days.
(13) Includes options to acquire 37,966 Class A Shares, which options are
exercisable within 60 days.
(14) Includes options to acquire 17,057 Class A Shares, which options are
exercisable within 60 days.
(15) Includes options to acquire 194,079 Class A Shares for all officers and
directors as a group, which options are exercisable within 60 days.
At November 1, 1998, the Johnson Family beneficially owned 3,133,536 Class
A Shares, or approximately 45.6% of the outstanding Class A Shares, and
1,168,366 Class B Shares, or approximately 95.5% of the outstanding Class B
Shares.
8
<PAGE> 11
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for all
compensation and benefits provided to the Company's Chief Executive Officer,
other executive officers and key employees, excluding equity-based compensation.
All equity-based compensation decisions are made by the Stock Committee of the
Board of Directors, which is comprised of two members of the Compensation
Committee. Set forth below are tables and a report explaining the rationale
underlying fundamental executive compensation decisions affecting the Company's
executive officers, including the executive officers named in the Summary
Compensation Table (the "Named Executive Officers").
OVERALL COMPENSATION PHILOSOPHY
The Company's program is designed to align compensation with Company
performance, business strategy, Company values and management initiatives. The
Company's overall compensation objectives will provide a competitive total
compensation program designed to attract and retain high quality individuals and
maintain a performance oriented culture that fosters increased shareholder
value. The compensation policy is:
- Base salaries will be targeted at the competitive average, based on a
review of the appropriate labor markets.
- Incentive plans will be targeted above the competitive average with no
cap on potential and will be widely used so that employees participate
based on relevant Company, team and individual performance.
- All compensation programs will be designed to add shareholder value.
The Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified financial goals and the executive's
success in meeting specific performance goals. As an executive's level of
responsibility increases, a greater portion of total compensation is based on
performance-based incentive compensation and less on salary and employee
benefits, creating the potential for greater variability in the individual's
compensation level from year to year. The mix, level and structure of
performance-based incentive elements reflect market industry practices as well
as the executive's role and relative impact on business results.
The Compensation Committee continually monitors the operation of the
Company's executive compensation program. This monitoring includes a bi-annual
report from independent compensation consultants assessing the effectiveness of
the Company's compensation program by comparing the Company's executive
compensation to a group of public corporations in the recreation and sporting
goods industry and certain leading manufacturing companies located in Wisconsin
(the "Comparator Group"). The Comparator Group used for compensation analysis
includes, but is not limited to, companies in the peer group established to
compare shareholder returns. The Compensation Committee reviews the selection of
companies used for this analysis and believes that these companies represent the
Company's most direct competitors for executive talent.
The Compensation Committee determines the compensation of the Chief
Executive Officer and sets policies for, reviews and approves the
recommendations of management (subject to such adjustments as may be deemed
appropriate by the Committee) with respect to the compensation awarded to other
executive officers and other key employees (including the other Named Executive
Officers).
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<PAGE> 12
The key elements of the Company's executive compensation program consist of
base salary, annual bonus and long-term stock incentives. Senior executive
compensation packages are increasingly weighted toward programs contingent upon
the Company's performance. As a result, actual compensation levels of senior
executives in any particular year may vary within the range of compensation
levels of the competitive marketplace based on the Company's actual performance
and its prior year's financial results. Although the Compensation Committee
believes strongly in offering compensation opportunities competitive with those
of comparable members in the Company's industry, the most important
considerations in setting annual compensation are Company performance and
individual contributions. A general description of the elements of the Company's
compensation package, including the basis for the compensation awarded to the
Company's Chief Executive Officer for 1998, follows.
BASE SALARY
Base salaries are initially determined by evaluating the responsibilities
of the position, the experience of the individual and the salaries for
comparable positions in the competitive marketplace. Base salary levels for the
Company's executive officers are generally positioned to be competitive with
comparable positions in the Comparator Group. The Compensation Committee
annually reviews each executive officer's base salary. In determining salary
adjustments for executive officers, the Committee considers various factors,
including the individual's performance and contribution, the average percentage
pay level for similar positions and the Company's performance. In the case of
executive officers with responsibility for a particular business unit, such
unit's financial results are also considered. The Compensation Committee, where
appropriate, also considers nonfinancial performance measures such as
improvements in product quality, manufacturing efficiency gains and the
enhancement of relations with Company customers and employees. The Compensation
Committee exercises discretion in setting base salaries within the guidelines
discussed above.
Effective January 1, 1998, Mr. Whitaker's annualized base salary was
increased from $340,000 to $360,000 to reflect the Compensation Committee's
assessment of the factors listed above.
BONUS PROGRAM
The Compensation Committee recognizes the importance of aligning executive
compensation with the interests of the shareholders and believes that
improvement in economic value provides the best measure of shareholder returns.
Accordingly, effective for 1997, the Board of Directors adopted the Johnson
Worldwide Associates Economic Value Added Bonus Plan ("EVA Plan"). The EVA Plan
provides for bonus awards based solely on improvements in the Economic Value
Added ("EVA") of the Company. EVA(R)(1) is a measure of after tax operating
profit after the deduction of all costs, including the cost of the Company's
capital. The EVA Plan is based on three key concepts: (1) a target bonus, (2)
expected improvement in EVA, and (3) a bonus bank. The EVA bonus eligible to be
earned is equal to the sum of the target bonus plus (or minus) the improvement
(or deterioration) from the targeted amount of EVA.
The Company's executive officers are included in the EVA Plan. Target
bonuses ranging from 40% to 70% of an executive's base salary are established by
the Compensation Committee for each executive officer at the beginning of the
year. Target award opportunities are competitive with industry practices. The
EVA Plan includes approximately 100 participants.
- ---------------
(1) EVA is a registered trademark of Stern Stewart & Co.
10
<PAGE> 13
The expected improvement in EVA is used to determine the targeted level of
EVA and is determined by an objective review of the past performance of the
Company, taking into account the goal of achievement of a substantial
improvement in EVA over a multiple year period. Such review is conducted by
independent compensation consultants expert in the concepts of EVA. The annual
amount of expected improvement in EVA is fixed. This approach results in the
need to achieve increasingly higher EVA levels each year to maintain the same
level of incentive compensation. To ensure that the EVA Plan provides strong
incentives for management to annually increase shareholder value and does not
reward poor performance by reducing performance standards or penalize superior
performance by raising performance standards, it is the intention of the
Compensation Committee that there will be no recalibration of the expected EVA
improvement for a period of at least three years, beginning with 1997.
The bonus eligible to be earned is credited to a bonus bank ("Bank"). The
maximum amount that may be withdrawn from the Bank in any year is equal to the
amount of the target bonus for that year plus one third of the balance of the
Bank in excess of the target bonus. Accordingly, the balance in the Bank is "at
risk." No bonus is paid when the balance in the Bank is negative. Negative Bank
balances are carried forward and are offset against future bonuses earned. There
is no cap on the amount of bonus that can be earned for achievement of superior
levels of EVA improvement, nor is there a floor on the amount of negative bonus
credited to the Bank if EVA declines. Bank balances vest only in the event of
death, retirement or involuntary termination. The concept of a Bank is utilized
to encourage long-term thinking with regard to the operation of the Company.
The Compensation Committee retains the final authority to approve
individual bonuses and may, at its sole discretion, reduce or eliminate bonuses
determined under the EVA Plan formula.
The Company's performance improved in 1998. The Company's EVA improvement
was $4 million (a 110 basis point improvement in after-tax return on EVA
capital), versus an expected improvement of $6.3 million, resulting in a bonus
multiple of 47% of base salary, or $167,000 for the Chief Executive Officer.
This performance is reflected in the Company's 1998 operating profit, which
improved to $20.1 million (excluding nonrecurring charges) from $12.3 million in
the prior year. The Company also improved its utilization of working capital,
which is reflected in the reduction of gross inventories from $88.9 million in
1997 to $82.5 million in 1998.
LONG-TERM STOCK INCENTIVES
Long-term stock incentives are designed to encourage and create significant
ownership of Company stock by key executives, thereby promoting a close identity
of interests between the Company's management and its shareholders. Another
objective of long-term stock incentives is to encourage and reward executives
for long-term strategic management and the enhancement of shareholder value. The
Company's equity-based award practices are designed to be competitive with those
offered by other recreation and sporting goods companies and other leading
manufacturing companies in Wisconsin. To this end, the Stock Committee considers
recommendations from the Company's independent compensation consultants in
determining the level of equity-based awards. The Company currently grants two
forms of long-term stock incentives: stock options and, on a more selective
basis, restricted stock.
Stock Options. Under the Company's 1986 Stock Option Plan and the 1994
Long-Term Stock Incentive Plan, nonqualified stock options have been the primary
form of long-term incentive compensation. Options typically are granted
annually, with the size of grants varying based on several factors, including
the executive's level of responsibility and past contributions to the Company as
well as the practices of peer
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<PAGE> 14
companies. Consideration is also given to a person's potential for future
responsibility and promotion. The number of shares covered by grants generally
reflects competitive industry practices. Stock options are granted with an
exercise price equal to the market price of the common stock on the date of
grant. Stock options granted in 1998 vest ratably over a three year period.
Vesting schedules are designed to encourage the creation of shareholder value
over the long-term since the full benefit of the compensation package cannot be
realized unless stock price appreciation occurs over a number of years.
Stock option grants in 1998 reflect the considerations discussed above. On
December 18, 1997, Mr. Whitaker received options to purchase 25,000 shares at an
exercise price of $16.875 per share.
Restricted Stock. The Company has a Restricted Stock Plan, which was
adopted in 1986. The 1994 Long-Term Stock Incentive Plan also allows for the
issuance of restricted stock. Under these plans, grants are made on a highly
selective basis to executive officers. From time to time, current executives may
receive grants of restricted stock to recognize corporate successes and
individual contributions. The Stock Committee decides appropriate award amounts
based on the circumstances of the situation (for example, in the case of a new
hire, the level of the position to be filled and the qualifications of the
executive sought to fill that role).
No restricted stock grants were issued in 1998.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
It is anticipated that all 1998 compensation to executives will be fully
deductible under Section 162(m) of the Internal Revenue Code and therefore the
Compensation Committee determined that a policy with respect to qualifying
compensation paid to executive officers for deductibility is not necessary.
COMPENSATION COMMITTEE
Thomas F. Pyle, Jr. (Chairman)
Gregory E. Lawton
Glenn N. Rupp
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<PAGE> 15
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information concerning compensation
paid for the last three fiscal years to the Chief Executive Officer and each of
the Company's executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION SECURITIES
-------------------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS(4) COMPENSATION(5) AWARDS(6) OPTIONS COMPENSATION(7)
- ------------------------------ ---- ------ -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
R. C. Whitaker................. 1998 $355,000 $167,000 $-- $ -- 25,000 $ 44,200
President and Chief Executive 1997 323,400 206,600 -- 32,700 75,000 160,900
Officer(1) 1996 -- -- -- -- -- --
Carl G. Schmidt................ 1998 212,300 78,400 -- -- 15,000 23,600
Senior Vice President and Chief 1997 190,300 108,900 -- -- 25,000 16,900
Financial Officer, Secretary 1996 181,800 -- -- -- 12,000 16,900
and Treasurer(2)
Mamdouh Ashour................. 1998 250,000 39,300 -- -- 15,000 109,500
Group Vice President and 1997 233,300 92,100 -- -- 7,000 151,500
President -- Worldwide 1996 172,500 -- -- -- 5,000 175,200
Diving(3)
</TABLE>
FOOTNOTES TO SUMMARY COMPENSATION TABLE
(1) Mr. Whitaker has been President and Chief Executive Officer since October
1996.
(2) Mr. Schmidt has been Senior Vice President and Chief Financial Officer,
Secretary and Treasurer since May 1995. From July 1994 to May 1995 he served
as Vice President, Chief Financial Officer, Secretary and Treasurer.
(3) Mr. Ashour has been a Group Vice President of the Company since October 1997
and President -- Worldwide Diving since August 1996. From 1994 to August
1996, he served as President of Scubapro Europe.
(4) The amounts in the table for the year ended October 2, 1998 consist of
amounts accrued under the EVA Plan.
(5) The amounts are less than the lesser of $50,000 or 10% of total annual
salary and bonus.
(6) The amounts in the table reflect the market value on the date of grant (net
of any consideration paid by the named executive officer) of restricted
shares of Class A common stock awarded under the 1994 Long-Term Stock
Incentive Plan. The number of restricted (unvested) shares held by the named
executive officers and the market value of such shares (net of any
consideration paid by the named executive officers) as of October 2, 1998
were as follows: Mr. Whitaker 1,667 shares ($14,100). Mr. Whitaker received
an award of 2,500 shares of restricted stock on January 1, 1997. One-third
of the shares awarded to Mr. Whitaker vest on each successive anniversary of
the date of award. Holders of restricted shares are entitled to receive
dividends, if any, on such shares.
(7) The amounts in the table for the year ended October 2, 1998 consist of the
following:
(a) $12,800 to be credited for qualified retirement contributions for
Messrs. Whitaker, Schmidt and Ashour.
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<PAGE> 16
(b) Company matching contributions to the executives' 401(k) plan accounts
during the year ended October 2, 1998 of $5,000 for Messrs. Whitaker
and Ashour and $5,200 for Mr. Schmidt.
(c) Company contributions to the executives' non-qualified plan accounts
during the year ended October 2, 1998 of $26,400 for Mr. Whitaker,
$5,600 for Mr. Schmidt and $9,700 for Mr. Ashour.
(d) $82,000 paid to Mr. Ashour for expatriate cost of living and income tax
allowances.
STOCK-BASED COMPENSATION
The following table provides details regarding stock options granted to the
Named Executive Officers in fiscal 1998 under the Johnson Worldwide Associates,
Inc. 1994 Long-Term Stock Incentive Plan. In addition, this table shows
hypothetical gains that would exist for the respective options granted to the
Named Executive Officers. These gains are based on assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the options were
granted over the full option term.
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUES
NUMBER OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---------- --------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
R. C. Whitaker........... 25,000(1) 10% $16.875 12/18/07 $265,300 $672,400
Carl G. Schmidt.......... 15,000(1) 6 16.875 12/18/07 159,200 403,400
Mamdouh Ashour........... 15,000(1) 6 16.875 12/18/07 159,200 403,400
</TABLE>
- ---------------
(1) One-third of the options vest and become exercisable each successive year
after grant, commencing December 18, 1998.
The following table shows stock option exercises by the Named Executive
Officers during fiscal 1998. In addition, this table includes the number of
shares remaining covered by both "exercisable" (i.e., vested) and
"unexercisable" (i.e., unvested) stock options as of October 2, 1998. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
October 2, 1998 closing price of the Class A common stock of $8.50.
AGGREGATE OPTION EXERCISES IN FISCAL 1998 AND
FISCAL 1998 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 10/2/98 AT 10/2/98
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. C. Whitaker............... -- $ -- 25,000 75,000 $-- $--
Carl G. Schmidt.............. -- -- 41,333 35,667 -- --
Mamdouh Ashour............... 1,300 500 28,966 21,334 -- --
</TABLE>
14
<PAGE> 17
TOTAL SHAREHOLDER RETURN
The graph below compares on a cumulative basis the yearly percentage change
since October 1, 1993 in (a) the total return to shareholders on the Class A
common stock with (b) the total return on the Nasdaq Stock Market-U.S. Index and
(c) the total return on a self-constructed peer group index. The peer group
consists of the Company, K2, Inc., Brunswick Corporation, The Coleman Company,
Inc. and Huffy Corporation. The graph assumes $100 was invested on October 1,
1993 in Class A common stock, the Nasdaq Stock Market-U.S. Index and the peer
group index.
[LINE GRAPH]
<TABLE>
<CAPTION>
10/1/93 9/30/94 9/29/95 9/27/96 10/3/97 10/2/98
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Johnson Worldwide Associates........... $100.00 $123.30 $111.60 $ 66.30 $ 79.10 $ 39.50
Peer Group............................. 100.00 128.40 131.80 143.60 193.30 90.00
Nasdaq Stock Market-U.S. .............. 100.00 100.90 139.30 165.80 231.20 221.10
</TABLE>
15
<PAGE> 18
AMENDMENTS TO THE JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 LONG-TERM STOCK INCENTIVE PLAN
GENERAL
The Board of Directors has unanimously adopted, subject to approval by the
shareholders at the Annual Meeting, amendments to the Johnson Worldwide
Associates, Inc. 1994 Long-Term Stock Incentive Plan (the "1994 Plan") which (i)
increase from 650,000 to 900,000 the maximum number of shares issuable under the
1994 Plan, and (ii) change the period for the individual limit on share awards
from the term of the 1994 Plan to a fiscal year of the Company. The two
amendments will be considered and voted upon as separate proposals at the Annual
Meeting.
The 1994 Plan authorizes the granting to key employees of: (a) stock
options, which may be either incentive stock options meeting the requirements of
Section 422 of the Internal Revenue Code ("ISOs") or non-qualified stock
options; (b) stock appreciation rights ("SARs"); and (c) stock awards that give
a participant the right to receive a specified number of shares or a cash
equivalent payment. Of the 650,000 shares currently authorized for issuance
under the 1994 Plan, approximately 166,000 shares are presently available for
awards. In addition, currently no more than 100,000 shares can be issued to any
one participant under the 1994 Plan.
PURPOSE
The purpose of the amendments is to make additional shares available for
issuance under the 1994 Plan on both an aggregate and individual basis in order
to enhance the Company's ability to continue to attract and retain key employees
who will make substantial contributions to the Company's long-term business
growth and to provide incentives to such employees which are more directly
linked to the profitability of the Company's businesses and increases in
shareholder value. In addition, the 1994 Plan is designed to encourage and
provide opportunities for stock ownership by such employees which will increase
their proprietary interest in the Company and, consequently, their
identification with the interests of the shareholders of the Company. The Board
of Directors believes that approval of the proposed amendments will promote
continuity of management and increase incentive and personal interest in the
welfare of the Company by those who are primarily responsible for shaping and
carrying out the long-range plans of the Company.
The 1994 Plan was initially approved by the Board of Directors on December
10, 1993 and was approved by the shareholders on January 27, 1994. The Board of
Directors approved the proposed amendments to the 1994 Plan on October 12, 1998.
As a related matter, the Board of Directors amended the 1994 Plan to extend its
term from five to ten years, which action did not require shareholder approval.
ADMINISTRATION
The 1994 Plan is required to be administered by a committee of the Board of
Directors (the "Committee") consisting of not less than two directors who are
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"). The Stock Committee currently
administers the 1994 Plan. All references to the "Committee" administering the
1994 Plan are to the Stock Committee. The Committee has the authority to
establish rules for the administration of the 1994 Plan; to select the employees
of the Company and its affiliates to whom awards will be granted; to determine
the types of awards to be granted and the number of shares covered by such
awards; to set the terms and conditions of such awards; and to cancel, suspend
and amend awards granted to key employees to the extent authorized under the
1994 Plan.
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<PAGE> 19
SHARE LIMITS
The 1994 Plan currently reserves 650,000 shares of Class A common stock for
issuance under the 1994 Plan, subject to appropriate adjustments in the event of
payment of stock dividends or changes in the common stock by reason of a stock
split, reorganization, recapitalization, merger, consolidation or similar event.
The proposed amendment reserves 250,000 additional shares of Class A common
stock for issuance under the 1994 Plan. The 1994 Plan currently limits to
100,000 the maximum number of shares that may be issued to any one participant
during the term of the Plan. If the proposed amendments are approved, no more
than 100,000 shares could be issued to any one participant during any single
fiscal year of the Company.
TERMS OF AWARDS
Participants. Any key employee of the Company or any affiliate, including
any executive officer or employee director of the Company, is eligible to
receive awards under the 1994 Plan. In addition, consultants and advisors to the
Company are eligible to receive nonqualified stock options under the 1994 Plan.
Approximately 30 employees currently participate in the 1994 Plan.
Options. The exercise price per share of Class A common stock subject to an
option granted under the 1994 Plan is determined by the Committee, provided that
the exercise price may not be less than 100% of the fair market value of a share
of Class A common stock on the date of grant. On November 16, 1998, the last
reported sales price per share of the Class A common stock on The Nasdaq Stock
Market(R) was $9.50. The term of an option granted under the 1994 Plan is
determined by the Committee, but cannot exceed ten years. Options granted under
the 1994 Plan become exercisable in such manner and within such period or
periods and in such installments or otherwise as determined by the Committee.
Options may be exercised by payment in full of the exercise price, either in
cash or (at the discretion of the Committee) in whole or in part by tendering
shares of Class A common stock or other consideration having a fair market value
on the date of exercise equal to the option exercise price. All ISOs granted
under the 1994 Plan are required to comply with all other terms of Section 422
of the Internal Revenue Code.
SARs. SARs granted under the 1994 Plan give the holder a right to receive,
upon exercise, the excess of (a) the fair market value of one share of Class A
common stock on the date of exercise over (b) the grant price of the SAR as
specified by the Committee. The grant price of a SAR under the 1994 Plan cannot
be less than the fair market value of a share of Class A common stock on the
date of grant or, if the Committee so determines, in the case of any SAR granted
in tandem with or in substitution for another award granted under the 1994 Plan,
on the date of grant of such other award. The grant price, term, methods of
exercise, methods of settlement (including whether the holder of a SAR will be
paid in cash, shares of Class A common stock or other consideration), and any
other terms and conditions of any SAR granted under the 1994 Plan are determined
by the Committee.
Stock Awards. A stock award gives the holder the right to receive a
specified number of shares of Class A common stock or a cash equivalent payment
or a combination thereof, subject to the terms and conditions of the award,
which may include forfeitability contingencies based on continued employment
with the Company or on meeting specified performance criteria or both.
The Committee determines the terms and conditions of an award including any
restriction or performance period, any performance goals or targets, the
proportion of payments, if any, to be made for performance at specified
performance levels and the restrictions, if any, applicable to any shares
received upon payment. A stock award may be in the form of shares or share
units. The Committee may at any time adjust performance goals (up or down) and
minimum or full performance levels (and any intermediate levels and proportion
of
17
<PAGE> 20
payments related thereto), adjust the manner in which performance goals are
measured, or shorten any performance period or waive in whole or in part any or
all remaining restrictions with respect to shares subject to restrictions, if
the Committee determines that conditions so warrant.
ADJUSTMENTS
In the event of any stock dividend or other distribution, stock split,
merger, consolidation, spin-off or exchange of shares of Class A common stock
subject to the 1994 Plan or any other change affecting the Class A common stock
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the 1994 Plan, then the Committee generally has the authority, in such
manner as it deems equitable, to adjust (1) the number and type of shares of
stock that may be issued under the 1994 Plan, (2) the number and type of shares
of stock subject to outstanding awards, and (3) the grant, purchase or exercise
price with respect to any award.
LIMITS ON TRANSFERABILITY
No award granted under the 1994 Plan may be assigned, sold, transferred or
encumbered by any participant, otherwise than by will, by designation of a
beneficiary, or by the laws of descent and distribution.
AMENDMENT AND TERMINATION
The Board of Directors may amend, suspend or terminate the 1994 Plan at any
time, except that no such action may (unless otherwise provided in the 1994
Plan) adversely affect any award granted and then outstanding without the
approval of the respective participant. In addition, no action of the Board of
Directors may, without approval of the Company's shareholders, increase the
total number of shares of Class A common stock available for awards under the
1994 Plan (except pursuant to the adjustment provisions provided in the 1994
Plan). No awards may be granted pursuant to the 1994 Plan after January 27,
2004.
WITHHOLDING
The Company has the right to reduce the number of shares or amount of cash
payable under an award by the amount necessary to satisfy any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to such amount or to take such other actions as may be necessary to satisfy any
such withholding obligations. The Committee may require or permit withholding
obligations arising with respect to awards under the 1994 Plan to be settled
with shares of Class A common stock, including shares of Class A common stock
that are part of, or are received upon exercise of, the award that gives rise to
the withholding requirement. The obligations of the Company under the 1994 Plan
are conditional on such payment or arrangements, and the Company and any
affiliate, to the extent permitted by law, have the right to deduct any such
taxes from any payment otherwise due to the key employee. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with shares of Class A common stock.
CHANGE IN CONTROL
In order to preserve a participant's rights under an award in the event of
a Change in Control (as defined below) of the Company, the Committee in its
discretion may, at the time an award is made 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 or realization of the award; (ii) provide for
the purchase of the award upon the
18
<PAGE> 21
participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the award had the award been
currently exercisable or payable; (iii) adjust the terms of the award; (iv)
cause the award to be assumed, or new rights substituted therefor, by another
entity; or (v) make such other provision as the Committee may consider equitable
and in the best interests of the Company. For purposes of the 1994 Plan, a
Change in Control will be deemed to have occurred if the Johnson Family at any
time fails to own stock of the Company having, in the aggregate, votes
sufficient to elect at least a fifty-one percent (51%) majority of the directors
of the Company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Stock Options. The grant of a stock option under the 1994 Plan creates no
income tax consequences to the employee or the Company. An employee who is
granted a non-qualified stock option generally recognizes ordinary income at the
time of exercise in an amount equal to the excess of the fair market value of
the Class A common stock at such time over the exercise price. The Company is
entitled to a deduction in the same amount and at the same time as ordinary
income is recognized by the employee. A subsequent disposition of the Class A
common stock gives rise to capital gain or loss to the extent the amount
realized from the sale differs from the tax basis, i.e., the fair market value
of the Class A common stock on the date of exercise. This capital gain or loss
is a long-term capital gain or loss if the Class A common stock had been held
for more than the required holding period for income tax purposes from the date
of exercise.
In general if an employee holds the shares of Class A common stock acquired
pursuant to the exercise of an ISO for at least two years from the date of grant
and one year from the date of exercise, the employee recognizes no income or
gain as a result of exercise (except that the alternative minimum tax may
apply). Any gain or loss realized by the employee on the disposition of the
Class A common stock is treated as a long-term capital gain or loss. No
deduction is allowed to the Company. If either of these holding period
requirements is not satisfied, the employee recognizes ordinary income at the
time of the disposition equal to the lesser of (i) the gain realized on the
disposition or (ii) the difference between the exercise price and the fair
market value of the shares of Class A common stock on the date of exercise. The
Company is entitled to a deduction in the same amount and at the same time as
ordinary income is recognized by the employee. Any additional gain realized by
the employee over the fair market value at the time of exercise is treated as a
capital gain. This capital gain is a long-term capital gain if the Class A
common stock had been held for more than the required holding period for income
tax purposes from the date of exercise.
Stock Appreciation Rights. The grant of a SAR creates no income tax
consequences for the employee or the Company. Upon exercise of a SAR, the
employee recognizes ordinary income equal to the amount of any cash and the fair
market value of any shares of Class A common stock or other property received,
except that if the employee receives an option, shares of restricted stock,
performance shares or performance units upon exercise of a SAR, recognition of
income may be deferred in accordance with the rules applicable to such other
awards. The Company is entitled to a deduction in the same amount and at the
same time as income is recognized by the employee.
Stock Awards. If a stock award is granted in the form of restricted stock,
the employee does not recognize income upon award unless the election described
below is made. However, an individual who has not made such an election
recognizes ordinary income at the end of the applicable restriction period in an
amount equal to the fair market value of the restricted stock at such time. The
Company is entitled to a corresponding deduction in the same amount and at the
same time as the participant recognizes income. Any otherwise taxable
disposition of the restricted stock after the end of the applicable restriction
period results in capital gain or loss (long-term or short-term depending on the
length of time the restricted stock is held after
19
<PAGE> 22
the end of the applicable restriction period). Dividends paid in cash and
received by a participant prior to the end of the applicable restriction period
constitutes ordinary income to the participant in the year paid. The Company is
entitled to a corresponding deduction for such dividends. Any dividends paid in
stock are treated as an award of additional restricted stock subject to the tax
treatment described herein.
An employee may, within 30 days after the date of the award of restricted
stock, elect to recognize ordinary income as of the date of the award in an
amount equal to the fair market value of such restricted stock on the date of
the award. The Company is entitled to a corresponding deduction in the same
amount and at the same time as the participant recognizes income. If the
election is made, any cash dividends received with respect to the restricted
stock are treated as dividend income to the participant in the year of payment
and are not deductible by the Company. Any otherwise taxable disposition of the
restricted stock (other than by forfeiture) results in capital gain or loss
(long-term or short-term depending on the holding period). If the participant
who has made an election subsequently forfeits the restricted stock, the
participant is not entitled to deduct any loss. In addition, the Company is then
required to include as ordinary income the amount of the deduction it originally
claimed with respect to such shares.
For stock awards granted in the form of performance units or performance
shares, the grant creates no income tax consequences for the employee or the
Company. Upon the receipt of cash, shares of Class A common stock or other
property at the end of the applicable performance period, the employee
recognizes ordinary income equal to the amount of any cash and the fair market
value of any shares or other property received, except that if the employee
receives an option, shares of restricted stock or SARs in payment of performance
shares or performance units, recognition of income may be deferred in accordance
with the rules applicable to such other awards. The Company is entitled to a
deduction in the same amount and at the same time as income is recognized by the
employee.
AWARDS
The Company cannot now determine the number of options, SARs and stock
awards to be issued in the future to employees under the 1994 Plan. Such
determinations are made from time to time by the Committee. Option grants made
during 1998 to all current executive officers under the 1994 Plan are set out in
the table entitled "Option Grants in Fiscal 1998," all of which are subject to
deferred conditional vesting. An aggregate of 182,000 options were granted under
the 1994 Plan in 1998 to all other participants, all of which are subject to
deferred conditional vesting. All options were granted at exercise prices
ranging from $15.50 to $23.00 per share. No stock awards or SARs were granted
under the 1994 Plan during 1998.
VOTE REQUIRED
The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendments to the 1994 Plan. Any shares not voted at the Annual Meeting
(whether by broker non-votes or otherwise, except abstentions), will have no
impact on the vote. Shares as to which holders abstain from voting will be
treated as votes against the proposal.
The Board of Directors recommends a vote "FOR" each of the proposed
amendments to the 1994 Plan. The shares represented by the proxies received will
be voted FOR approval of the proposed amendments, unless a vote against such
approval or to abstain from voting is specifically indicated on the proxy.
20
<PAGE> 23
AMENDMENT TO THE JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
GENERAL
The proposed amendment to the Johnson Worldwide Associates, Inc. 1994
Non-Employee Director Stock Ownership Plan (the "1994 Director Plan") would
increase the number of shares reserved for issuance under the 1994 Director Plan
from 50,000 to 100,000.
The 1994 Director Plan was originally adopted by the Board of Directors on
December 10, 1993 and approved by the shareholders on January 27, 1994. An
amendment to permit certain transfers of options was adopted by the Board of
Directors on July 16, 1997. The Board of Directors approved the proposed
amendment to the 1994 Director Plan on October 12, 1998, subject to shareholder
approval.
The 1994 Director Plan provides for the granting of nonqualified stock
options and restricted stock to non-employee directors of the Company. Of the
50,000 shares currently authorized for issuance under the 1994 Director Plan,
approximately 3,500 shares are available for grants of options and restricted
stock.
PURPOSE
The purpose of the amendment is to make additional shares available for
issuance under the 1994 Director Plan as a means to promote the long-term growth
and financial success of 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.
ADMINISTRATION
Each non-employee director automatically receives grants of specified
awards under the 1994 Director Plan. Accordingly, the 1994 Director Plan is
intended to be self-governing. Any questions of interpretation are resolved by
the Board of Directors.
STOCK SUBJECT TO PLAN
The 1994 Director Plan currently reserves 50,000 shares of Class A common
stock for issuance, subject to appropriate adjustments in the event of payment
of stock dividends or changes in the common stock by reason of a stock split,
reorganization, recapitalization, merger, consolidation or similar event. The
proposed amendment reserves 50,000 additional shares of Class A common stock for
issuance under the 1994 Director Plan.
TERMS OF AWARDS
Participants. Each director of the Company who is not also an employee of
the Company automatically participates in the 1994 Director Plan. The Company
currently has five directors entitled to receive awards under the 1994 Director
Plan.
Stock Options. Upon first being elected or appointed as a director of the
Company, a non-employee director automatically receives an option to purchase
5,000 shares of Class A common stock. The exercise price for such options is the
fair market value of a share of Class A common stock on the date of grant. On
November 16, 1998, the last reported sales price per share of the Class A common
stock on The Nasdaq
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<PAGE> 24
Stock Market(R) was $9.50. Options have a term of ten years and become fully
exercisable one year after the date of grant.
Options may be exercised by payment in full of the exercise price either in
cash, previously acquired shares of Class A common stock or other consideration
having a fair market value on the date of exercise equal to the option exercise
price. Options may not be transferred other than by will or the laws of descent
and distribution, except to the extent permitted by the Board of Directors. The
designation of a beneficiary does not constitute a transfer.
Restricted Stock Awards. On the first business day after the Company's
annual meeting of shareholders in each year each non-employee director receives
500 shares of Class A common stock. Shares of Class A common stock granted to a
non-employee director cannot be sold or otherwise transferred while the non-
employee director serves on the Board of Directors and thereafter the
restrictions will lapse. However, a non-employee director may transfer the
shares to any trust or other estate in which the director has a substantial
interest or a trust of which the director serves as trustee and to his or her
spouse and certain other related persons, provided the shares continue to be
subject to the transfer restrictions described above.
ADJUSTMENTS
In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spinoff, recapitalization or other distribution
affecting the Class A common stock such that an adjustment is determined by the
Board of Directors to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, then the Board of Directors may, in such manner as it deems equitable,
adjust any or all of (i) the number and type of shares that may be issued under
the 1994 Director Plan, and (ii) the number and type and exercise price of
shares subject to outstanding options. Adjustments will be made only as
necessary, with respect to options, to maintain the proportionate interest of
the option holder and preserve, without exceeding the value of such option and,
with respect to stock awards subject to grant, to maintain the relative
proportionate interest represented by such shares immediately prior to any such
event.
AMENDMENT AND TERMINATION
The Board of Directors may amend, suspend or terminate the 1994 Director
Plan at any time, except that no such action may adversely affect any
outstanding award without the approval of the participant. The 1994 Director
Plan further provides that the provisions governing the granting of awards may
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act of 1974, or the rules promulgated thereunder. No award can be made under the
1994 Director Plan after January 27, 2004.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Stock Options. The grant of a stock option under the 1994 Director Plan
creates no income tax consequences to the non-employee director or the Company.
A non-employee director generally recognizes ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the Class
A common stock at such time over the exercise price. The Company is entitled to
a deduction in the same amount and at the same time as ordinary income is
recognized by the non-employee director. A subsequent disposition of the Class A
common stock gives rise to capital gain or loss to the extent the amount
realized from the sale differs from the tax basis, i.e., the fair market value
of the Class A common stock on the date of
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<PAGE> 25
exercise. This capital gain or loss is a long-term capital gain or loss if the
Class A common stock had been held for more than the required holding period for
income tax purposes from the date of exercise.
Stock Awards. A non-employee director recognizes ordinary income as of the
date of the award in an amount equal to the fair market value of such restricted
stock on the date of the award. The Company is entitled to a corresponding
deduction in the same amount and at the same time as the participant recognizes
income. Any cash dividends received with respect to the restricted stock are
treated as dividend income to the participant in the year of payment and are not
deductible by the Company. Any otherwise taxable disposition of the restricted
stock results in capital gain or loss (long-term or short-term depending on the
holding period).
Messrs. Johnson, Lawton, Pyle and Rupp and Ms. Johnson-Leipold each
received 500 shares of Class A common stock under the 1994 Director Plan on
January 29, 1998, the first business day after the Company's 1998 annual
meeting. There were no options granted under the 1994 Director Plan in 1998.
VOTE REQUIRED
The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendment to the 1994 Director Plan. Any shares not voted at the Annual
Meeting (whether by broker non-votes or otherwise, except abstentions), will
have no impact on the vote. Shares as to which holders abstain from voting will
be treated as votes against the proposal.
The Board of Directors recommends a vote "FOR" the proposed amendment to
the 1994 Director Plan. The shares represented by the proxies received will be
voted FOR approval of the proposed amendment, unless a vote against such
approval or to abstain from voting is specifically indicated on the proxy.
CERTAIN TRANSACTIONS
The Company purchases certain services from S.C. Johnson & Son, Inc. and
other organizations controlled by Samuel C. Johnson, a director of the Company,
and the Johnson Family (including Helen P. Johnson-Leipold, a director of the
Company), including consulting and administrative services. 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 the year ended October 2, 1998 was approximately
$248,000.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") served as the independent auditors for the
purpose of auditing the consolidated financial statements of the Company for the
year ended October 2, 1998. Representatives of KPMG will be present at the
Annual Meeting and will have an opportunity to make a statement if they so
desire and to respond to appropriate questions. The Board of Directors will not
choose independent public accountants for the purpose of auditing the
consolidated financial statements of the Company for the year ending October 1,
1999 until after the 1999 Annual Meeting of Shareholders.
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<PAGE> 26
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 2000
Annual Meeting of Shareholders must be received at the offices of the Company,
1326 Willow Road, Sturtevant, Wisconsin 53177 by August 23, 1999 for inclusion
in the proxy statement and form of proxy relating to the meeting. In addition, a
shareholder who otherwise intends to present business at the 2000 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 90 days prior to the date of such annual
meeting and not less than the close of business on the later of (i) the 60th day
prior to such annual meeting and (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. Under the Bylaws,
if the Company does not receive notice of a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to
present at the 2000 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 November 27, 1999 (assuming a January 26, 2000
meeting date), then the notice will be considered untimely and the Company will
not be required to present such proposal at the 2000 Annual Meeting of
Shareholders. If the Board of Directors chooses to present such proposal at the
2000 Annual Meeting of Shareholders, then the persons named in proxies solicited
by the Board of Directors for the 2000 Annual Meeting of Shareholders may
exercise discretionary voting power with respect to such proposal. The 2000
Annual Meeting of Shareholders is tentatively scheduled to be held on January
26, 2000.
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% shareholders to file with the
Securities and Exchange Commission reports on prescribed forms of their
ownership and changes in 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 was required
to be filed, the Company believes that during the year ended October 2, 1998,
all reports required by Section 16(a) to be filed by the Company's officers,
directors and more than 10% shareholders were filed on a timely basis, except a
Form 4 to report an exempt option exercise was inadvertently filed late on
behalf of Raymond F. Farley.
OTHER MATTERS
The Company has filed an Annual Report on Form 10-K with the Securities and
Exchange Commission for the year ended October 2, 1998. This Form 10-K will be
bound with the Company's 1998 Annual Report to Shareholders and mailed 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. Other requests
for copies of the Form 10-K should be addressed to the Secretary, Johnson
Worldwide Associates, Inc., 1326 Willow Road, Sturtevant, Wisconsin 53177 or via
the internet to: [email protected].
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 reimburse
brokers and other nominees for their reasonable expenses in communicating with
the persons for whom they hold stock of the Company.
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<PAGE> 27
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
CARL G. SCHMIDT
CARL G. SCHMIDT
Senior Vice President and Chief
Financial
Officer, Secretary and Treasurer
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<PAGE> 28
APPENDIX
JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1: PURPOSE
The purpose of the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock
Incentive Plan (the "Plan") is to enhance the ability of Johnson Worldwide
Associates, Inc. (the "Company") and its Affiliates (as defined below) to
attract and retain key employees who will make substantial contributions to the
Company's long-term business growth and to provide meaningful incentives to such
key employees which are more directly linked to the profitability of the
Company's businesses and increases in shareholder value. In addition, the Plan
is designed to encourage and provide opportunities for stock ownership by such
employees which will increase their proprietary interest in the Company and,
consequently, their identification with the interests of the shareholders of the
Company.
SECTION 2: DEFINITIONS
As used in the Plan, the following terms have the respective meanings set forth
below:
(a) Affiliate means any entity that, directly or through one or more
intermediaries, is controlled by, controls or is under common control
with the Company or any entity in which the Company has a significant
equity interest as determined by the Committee.
(b) Award means any Stock Option, Stock Appreciation Right or Stock Award
granted under the Plan.
(c) Board means the Board of Directors of the Company.
(d) Code means the Internal Revenue Code of 1986, as amended from time to
time.
(e) Committee means a committee of the Board designated by such Board to
administer the Plan and composed of not less than two directors, each
of whom is a "disinterested person" within the meaning of Rule 16b-3
under the 1934 Act and Section 162(m) under the Code.
(f) Common Stock means the Class A Common Stock, $.05 par value, of the
Company.
(g) Company means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and its
Affiliates.
(h) Fair Market Value means, with respect to Common Stock, the fair market
value of such property 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 public market, Fair Market Value means the
average of the high and low prices of a share of Common Stock in the
over-the-counter market on
<PAGE> 29
the specified date, as reported by the Nasdaq National Market (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 then a national securities exchange, 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).
(i) Incentive Stock Option, or ISO, means an option to purchase Shares
granted under Section 7(b) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision.
(j) 1934 Act means the Securities Exchange Act of 1934, as amended from
time to time.
(k) Nonqualified Stock Option, or NQSO, means an option to purchase Shares
granted under Section 7(b) of the Plan that is not intended to meet the
requirements of Section 422 of the Code or any successor provision.
(l) Participant means a person selected by the Committee (or its delegate
as provided under Section 4) to receive an Award under the Plan.
(m) Reporting Person means an individual who is subject to Section 16 under
the 1934 Act or any successor rule.
(n) Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and
Exchange Commission under the 1934 Act, or any successor rule or
regulation thereto.
(o) Shares means shares of Common Stock of the Company.
(p) Stock Appreciation Right, or SAR, means any right granted under Section
7(c) of the Plan.
(q) Stock Award means an award granted under Section 7(d) of the Plan.
(r) Stock Option means an Incentive Stock Option or a Nonqualified Stock
Option.
SECTION 3: EFFECTIVE DATE AND TERM OF PLAN
The Plan shall be effective as of January 27, 1994, subject, however, to the
approval of the Plan by the shareholders of the Company. No Awards may be made
under the Plan after January 27, 2004, or earlier termination of the Plan by the
Board. However, unless otherwise expressly provided in the Plan or in an
applicable Award agreement, any Award granted prior to the termination date may
extend beyond such date, and, to the extent set forth in the Plan, the authority
of the Committee to amend, alter, adjust, suspend, discontinue or terminate any
such
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award, or to waive any conditions or restrictions with respect to any such
Award, and the authority of the Board to amend the Plan, shall extend beyond
such date.
SECTION 4: ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the terms of the
Plan and applicable law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to each Participant under the Plan; (iii) determine the number of Shares
to be covered by (or with respect to which payments, rights or other matters are
to be calculated in connection with) Awards granted to Participants; (iv)
determine the terms and conditions of any Award granted to a Participant; (v)
determine whether, to what extent, and under what circumstances Awards granted
to Participants may be settled or exercised in cash, Shares, other securities,
other Awards, or other property or cancelled, forfeited or suspended to the
extent permitted in Section 9 of the Plan, and the method or methods by which
Awards may be settled, exercised, cancelled, forfeited or suspended; (vi)
interpret and administer the Plan and any instrument or agreement relating to,
or Award made under, the Plan; (vii) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive and binding
upon all persons, including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award, any shareholder and any employee of the
Company or of any Affiliate. To the extent permitted by applicable law and the
provisions of the Plan, the Committee may delegate to one or more employee
members of the Board the power to make Awards to Participants who are not
Reporting Persons.
SECTION 5: ELIGIBILITY
Any Company employee shall be eligible to receive an Award under the Plan. In
addition, consultants and advisors to the Company shall be eligible to receive
Nonqualified Stock Options under Section 7(b) of the Plan, provided that bona
fide services are rendered by such consultants or advisors and such services are
not in connection with the offer or sale of securities in a capital-raising
transaction.
SECTION 6: STOCK AVAILABLE FOR AWARDS
(a) Common Shares Available. Subject to adjustment as provided in Section
6(c) below, the maximum number of Shares available for Awards under the
Plan shall be 750,000, plus such additional number of Shares not to
exceed 150,000 determined by the sum of (i) 2,325 Shares; and (ii) any
Shares represented by options outstanding under the Johnson Worldwide
Associates, Inc. Amended and Restated 1986 Stock Option Plan that are
forfeited, expire or are cancelled without delivery of Shares.
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(b) Share Usage Limits. For the period that the Plan is in effect the
aggregate number of Shares that shall be granted as Stock Awards and
Stock Appreciation Rights shall not exceed 100,000 Shares.
Additionally, the aggregate number of Shares that could be awarded to
any one Participant of the Plan during any fiscal year of the Company
shall not exceed 100,000 Shares.
(c) Adjustments. In the event of any stock dividend, stock split,
combination or exchange of Shares, merger, consolidation, spin-off or
other distribution (other than normal cash dividends) of Company
assets to shareholders, or any other change affecting Shares, such
that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable, adjust any or
all of (i) the aggregate number and type of Shares that may be issued
under the Plan; (ii) the number and type of Shares covered by each
outstanding Award made under the Plan; and (iii) the exercise, base or
purchase price per Share for any outstanding Stock Option, Stock
Appreciation Right and other Awards granted under the Plan provided
that any such actions are consistently and equitably applicable to all
affected Participants.
(d) Common Stock Usage. If, after the effective date of the Plan, any
Shares 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 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 to which the Award relates,
then the number of Shares counted against the number of Shares
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.
(e) Accounting for Awards. The number of Shares covered by an Award under
the Plan, or to which such Award relates, shall be counted on the date
of grant of such Award against the number of Shares available for
granting Awards under the Plan.
SECTION 7: AWARDS
(a) General. The Committee shall determine the type or types of Award(s)
(as set forth below) to be made to each Participant and shall approve
the terms and conditions of all such Awards in accordance with
Sections 4 and 8 of the Plan. Awards may be granted singularly, in
combination, or in tandem such that the settlement of one Award
automatically reduces or cancels the other. Awards may also be made in
replacement of, as alternatives to, or as form of payment for grants
or rights under any other employee compensation plan or arrangement of
the Company, including the plans of any acquired entity.
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(b) Stock Options. A Stock Option shall confer on a Participant the right
to purchase a specified number of Shares from the Company with the
terms and conditions as set forth below and with such additional terms
and conditions as the Committee shall determine. The Committee shall
establish the purchase price per Share under the Stock Option at the
time each Stock Option is awarded, provided that the price shall not
be less than 100% of the Fair Market Value on the date of award. Stock
Options may be in the form of ISOs or NQSOs. If a Participant owns or
is deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company or any subsidiary or parent
corporation and an ISO is awarded to such Participant, the option
price shall not be less than 110% of the Fair Market Value at the time
such ISO is awarded. The aggregate Fair Market Value at time of grant
of the Shares covered by ISOs exercisable by any one optionee in any
calendar year shall not exceed $100,000 (or such other limit as may be
required by the Code). The term of each Stock Option shall be fixed by
the Committee; provided, however, that in no event shall the term of
any Stock Option exceed a period of ten years from the date of its
grant. A Stock Option shall become exercisable in such manner and
within such period or periods and in such installments or otherwise as
shall be determined by the Committee. Except as provided below,
payment of the exercise price of a Stock Option shall be made at the
time of exercise in cash or such other forms as the Committee may
approve, including shares valued at their Fair Market Value on the
date of exercise, or in a combination of forms. The Committee may also
permit Participants to have the option price delivered to the Company
by a broker pursuant to an arrangement whereby the Company, upon
irrevocable instructions from a Participant, delivers the exercised
Shares to the broker.
(c) Stock Appreciation Rights (SARs). An SAR grant shall confer on a
Participant the right to receive, upon exercise, an amount determined
by multiplying: (i) the positive difference, if any, between the Fair
Market Value of a Share on the date of exercise and the base price of
the SAR contained in the terms and conditions of the Award by (ii) the
number of Shares with respect to which the SAR is exercised. Subject
to the terms of the Plan, the grant price, term, methods of exercise,
methods of settlement (including whether the Participant will be paid
in cash, Shares or combination thereof), and any other terms and
conditions of any SAR shall be determined by the Committee. Shares
issued in settlement of the exercise of SARs shall be valued at their
Fair Market Value on the date of the exercise. The Committee shall
establish the base price of the SAR at the time the SARs are awarded,
provided that the base price shall not be less than 100% of the Fair
Market Value on the date of award or the exercise or payment price of
the related Award if the SAR is granted in combination with or in
tandem with another Award. The Committee may impose such conditions or
restrictions on the exercise of any SAR as it may deem appropriate,
including, without limitation, restricting the time of exercise of the
SAR to specified periods as may be necessary to satisfy the
requirements of Rule 16b-3.
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<PAGE> 33
(d) Stock Awards. A Stock Award shall confer on a Participant the right to
receive a specified number of Shares or a cash equivalent payment or a
combination thereof, subject to the terms and conditions of the Award,
which may include forfeitability contingencies based on continued
employment with the Company or on meeting specified performance
criteria or both. The Committee shall determine the restriction or
performance period, the performance goals or targets to be achieved
during any performance period, the proportion of payments, if any, to
be made for performance between the minimum and full performance
levels, the restrictions, if any, applicable to any Shares awarded or
received upon payment of performance shares or units, and any other
terms, conditions and rights relating to a grant of Stock Awards. A
Stock Award may be in the form of Shares or Share units. The Committee
may also grant Stock Awards that are not subject to any restrictions.
The Committee may provide that, during a performance or restriction
period, a Participant shall be paid cash amounts, with respect to each
Stock Award held by such Participant, in the same manner, at the same
time and in the same amount paid, as a cash dividend on a Share. Any
other provision of the Plan to the contrary notwithstanding, the
Committee may at any time adjust performance goals (up or down) and
minimum or full performance levels (and any intermediate levels and
proportion of payments related thereto), adjust the manner in which
performance goals are measured, or shorten any performance period or
waive in whole or in part any or all remaining restrictions with
respect to Shares subject to restrictions, if the Committee determines
that conditions, including but not limited to, changes in the economy,
changes in competitive conditions, changes in laws or governmental
regulations, changes in generally accepted accounting principles,
changes in the Company's accounting policies, acquisitions or
dispositions by the Company or its Affiliates, or the occurrence of
other unusual, unforeseen or extraordinary events, so warrant.
SECTION 8: GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) No Consideration for Awards. Awards shall be granted to Participants
for no cash consideration unless otherwise determined by the Committee.
(b) Transferability and Exercisability. No Award subject to the Plan and no
right under any such Award shall be assignable, alienable, saleable or
otherwise transferable by the Participant other than by will or the
laws of descent and distribution; provided, however, that if so
permitted by the Committee, a Participant may designate a beneficiary
or beneficiaries to exercise the Participant's rights and receive any
distributions under this Plan upon the Participant's death.
(c) General Restrictions. Each Award shall be subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of any
Award under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection
with, the granting of such
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<PAGE> 34
Award or the grant or settlement thereof, such Award may not be
exercised or settled in whole or in part unless such listing,
registration, qualification, consent or approval have been effected or
obtained free of any conditions not acceptable to the Committee.
(d) Grant Terms and Conditions. The Committee shall determine the
provisions and duration of grants made under the Plan, including the
option prices for all Stock Options, the base prices for all SARs, the
consideration, if any, to be required from Participants for Stock
Awards, and the conditions under which a Participant will retain rights
under the Plan in the event of the Participant's termination of
employment while holding any outstanding Awards.
(e) Rule 16b-3 Six-Month Limitations. To the extent required in order to
comply with Rule 16b-3 only, any equity security offered pursuant to
the Plan to a Reporting Person may not be sold for at least six months
after acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan to a Reporting Person
shall not be exercisable for at least six months, except in case of
death or disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(f) Tax Withholding. The Company shall have the right, upon issuance of
Shares or payment of cash in respect of an Award, to reduce the number
of Shares or amount of cash, as the case may be, otherwise issuable or
payable by the amount necessary to satisfy any federal, state or local
withholding taxes or to take such other actions as may be necessary to
satisfy any such withholding obligations. The Committee may require or
permit Shares including previously acquired Shares and Shares that are
part of, or are received upon exercise of the Award, to be used to
satisfy required tax withholding and such Shares shall be valued at
their Fair Market Value on the date the tax withholding is effective.
(g) Documentation of Grants. Awards made under the Plan shall be evidenced
by written agreements in such form (consistent with the terms of the
Plan) or such other appropriate documentation as shall be approved by
the Committee. The Committee need not require the execution of any
instrument or acknowledgement of notice of an Award under the Plan, in
which case acceptance of such Award by the respective Participant will
constitute agreement to the terms of the Award.
(h) Settlement. Subject to the terms of the Plan and any applicable Award
agreement, the Committee shall determine whether Awards are settled in
whole or in part in cash, Shares, or other Awards. The Committee may
require or permit a Participant to defer all or any portion of a
payment under the Plan, including the crediting of interest on deferred
amounts denominated in cash.
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(i) Change in Control. In order to preserve a Participant's rights under an
Award in the event of a Change in Control (as defined below) of the
Company, the Committee in its discretion may, at the time an Award is
made 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 or realization of the Award, (ii) provide for the
purchase of the Award upon the Participant's request for an amount of
cash or other property that could have been received upon the exercise
or realization of the Award had the Award been currently exercisable or
payable, (iii) adjust the terms of the Award in a manner determined by
the Committee to reflect the Change in Control, (iv) cause the Award to
be assumed, or new rights substituted therefore, by another entity, or
(v) make such other provision as the Committee may consider equitable
and in the best interests of the Company. For purposes of this Plan, a
Change in Control shall be deemed to have occurred if the Johnson
Family (as defined below) shall at any time fail to own stock of the
Company having, in the aggregate, votes sufficient to elect at least a
fifty-one percent (51%) majority of the directors of the Company.
Johnson Family shall mean at any time, collectively, Samuel C. Johnson,
his wife and their children and grandchildren, the executor or
administrators of the estate or other legal representative of any such
person, all trusts for the benefit of the foregoing or their heirs or
any one or more of them, and all partnerships, corporations or other
entities directly or indirectly controlled by the foregoing or any one
or more of them.
SECTION 9: MISCELLANEOUS
(a) Plan Amendment. The Board may amend, alter, suspend, discontinue or
terminate the Plan as it deems necessary or appropriate to better
achieve the purposes of the Plan; provided, however, that no amendment,
alteration, suspension, discontinuation or termination of the Plan
shall in any manner (except as otherwise provided in the Plan)
adversely affect any Award granted and then outstanding under the Plan
without the consent of the respective Participant; and provided,
further, that without the approval of the Company's shareholders, no
amendment shall be made which would (i) increase the total number of
Shares available for issuance under the Plan; or (ii) cause the Plan
not to comply with Rule 16b-3 or any successor rule.
The Committee may, in whole or in part, waive any conditions or other
restrictions with respect to, and may amend, alter, suspend,
discontinue or terminate any Award granted under the Plan to a
Participant, prospectively or retroactively, but no such action shall
impair the rights of a Participant without his or her consent, except
as otherwise provided herein.
(b) No Right to Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to continued employment. The Company
expressly reserves the right at any time to dismiss a Participant free
from any liability or claim under the Plan, except as expressly
provided by an applicable Award.
-8-
<PAGE> 36
(c) No Rights as Shareholder. Only upon issuance of Shares to a Participant
(and only in respect to such Shares) shall the Participant obtain the
rights of a shareholder, subject, however, to any limitations imposed
by the terms of the applicable Award.
(d) No Fractional Shares. No fractional shares or other securities shall be
issued under the Plan, however, the Committee may provide for a cash
payment as settlement in lieu of any fractional shares.
(e) Other Company Benefit and Compensation Programs. Except as expressly
determined by the Committee, settlements of Awards received by
Participants under this Plan shall not be deemed as part of a
Participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit or severance
program (or severance pay law of any country). The above
notwithstanding, the Company may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.
(f) Unfunded Plan. Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund(s). The Plan shall not create any fiduciary
relationship between the Company and any Participant or other person.
To the extent any person holds any rights by virtue of an Award granted
under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company.
(g) Successors and Assignees. The Plan shall be binding on all successors
and assignees of a Participant, including, without limitation, the
estate of such Participant and the executor, administrator or trustee
of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.
(h) Governing Law. The validity, construction and effect of the Plan and
any actions taken under or relating to the Plan shall be determined in
accordance with the laws of the State of Wisconsin and applicable
federal law.
Last amended December 16, 1998
-9-
<PAGE> 37
JOHNSON WORLDWIDE ASSOCIATES, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
SECTION 1: PURPOSE
The purpose of the Johnson Worldwide Associates, Inc. 1994 Non-Employee Director
Stock Ownership Plan (the "Plan") is to promote the long-term growth and
financial success of Johnson Worldwide Associates, 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 or Stock Award granted under the Plan.
(b) BOARD means the Company's Board of Directors.
(c) COMMON STOCK means the Class A Common Stock, $.05 par value, of the
Company.
(d) COMPANY means Johnson Worldwide Associates, Inc., a corporation
established under the laws of the State of Wisconsin, and 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
Board.
(e) 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 Board; 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
public market, Fair Market Value means the average of the high and low
prices of a share of Common Stock in the over-the-counter market on the
specified date, as reported by the Nasdaq National Market (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 then a national securities exchange, 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).
(f) 1934 ACT means the Securities Exchange Act of 1934, as amended from
time to time.
(g) PARTICIPANT means a Director of the Board who is not an employee of the
Company.
(h) SHARES means shares of Common Stock of the Company.
<PAGE> 38
(i) STOCK AWARD means an award to a Participant comprised of Shares granted
under Section 6(b) of the Plan.
(j) STOCK OPTION means an award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period granted under Section 6(a) of the Plan.
SECTION 3: EFFECTIVE DATES
The Plan shall be in effect as of January 27, 1994, subject, however, to the
approval of the Plan by the shareholders of the Company. No Awards may be made
under the Plan after January 27, 2004 or earlier termination of the Plan by the
Board.
SECTION 4: PLAN OPERATION
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii) adopted
under the 1934 Act and accordingly is intended to be self-governing. To this end
the Plan requires no discretionary action by any administrative body with regard
to any transaction under the Plan. To this extent, if any, that any questions of
interpretation arise, these shall be resolved by the Board.
SECTION 5: STOCK AVAILABLE FOR AWARDS
(A) COMMON SHARES AVAILABLE. The maximum number of Shares available for
Awards under the Plan may not exceed 100,000 shares of Common Stock of
the Company.
(B) ADJUSTMENTS AND REORGANIZATIONS. The Board, as it deems appropriate to
meet the intent of the Plan, may make such adjustments to (i) the
number of Shares available under the Plan and which thereafter may be
made the subject of Awards under the Plan, and (ii) the number and type
and exercise price of Shares subject to outstanding Stock Options,
provided any such adjustments are consistent with the effect on other
shareholders arising from any corporate restructuring action. Such
actions may include, but are not limited to, any stock dividend, stock
split, combination or exchange of shares, merger, consolidation,
spin-off, recapitalization, or other distributions (other than normal
cash dividends) of Company assets to shareholders, or any other change
affecting Shares. The Board may also make such similar appropriate
adjustments in the calculation of Fair Market Value as it deems
necessary to preserve the Participants' rights 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 subject to Stock Awards under the Plan at the time of any
event described above shall be subject to only such adjustment as shall
be necessary to maintain
-2-
<PAGE> 39
the relative proportionate interest represented by such Shares
immediately prior to any such event.
(C) COMMON STOCK USAGE. If, after the effective date of the Plan, any
Shares 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 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 to which the Award relates,
then the number of Shares counted against the number of Shares
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) STOCK OPTIONS. By and simultaneous with the approval of the Plan by the
shareholders of the Company, each Participant at such time shall
automatically be granted a non-qualified stock option to purchase
5,000 Shares of Common Stock. Thereafter, on the date on which a
Participant, other than a Participant who was serving as a Director of
the Company on the date of shareholder approval, is first elected or
appointed as a Director of the Company during the existence of the
Plan, such Participant shall automatically be granted a non-qualified
stock option to purchase 5,000 Shares of Common Stock. The option
exercise price shall be the Fair Market Value of a Share of Common
Stock on the date of the grant which 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 as
the Board may approve. Each option shall have a term of ten years and
shall become fully exercisable one year following the date on which it
is granted.
(B) STOCK AWARDS. Commencing with the 1994 annual meeting of shareholders,
the Company shall issue to each Participant 500 Shares of Common Stock
on the first business day following each annual meeting of shareholders
until the Plan is terminated or amended.
SECTION 7: GENERAL PROVISIONS APPLICABLE TO AWARDS
(A) TRANSFERABILITY OF STOCK OPTIONS. Options granted under the Plan shall
not be transferable other than by will or under the laws of descent and
distribution, except that a Participant may, to the extent allowed by
the Board or a committee designated by the Board and in a manner
specified by the Board or such a committee, (i) designate in writing a
beneficiary to exercise the option after the Participant's death; or
(ii) transfer any option.
-3-
<PAGE> 40
(B) NON-TRANSFERABILITY OF STOCK AWARDS. Shares awarded under Section 6(b)
hereof shall not be assignable, alienable, saleable or otherwise
transferable by the respective Participant until such Participant
ceases for any reason to serve on the Board. Notwithstanding the
preceding sentence, the following transfers or other dispositions will
not be deemed to be a violation of the transfer restrictions set forth
herein:
A gift or other transfer of Shares issued to (i) any trust or
other estate in which such Participant has a substantial beneficial
interest or as to which such Participant serves as a trustee or in a
similar capacity or (ii) any relative or spouse of such Participant, or
any relative of such spouse, who has the same home as the Participant
which in either case would not change the Participant's beneficial
ownership of those Shares for purposes of reporting under Section 16(a)
of the 1934 Act; provided, that any Shares transferred by gift or
otherwise pursuant to this subparagraph will continue to be subject to
the non-transfer restrictions of this Section though such Shares are
held by the Participant.
(C) TERMINATION OF DIRECTORSHIP. If for any reason a Participant ceases to
be a Director of the Company one year or more after the Director's
initial election or appointment to the Board while holding an option
granted under the Plan, such option shall continue to be exercisable
for a period of three years after such termination or the remainder of
the option term, whichever is shorter. If for any reason other than
death a Participant ceases to be a Director of the Company within one
year of the Director's initial election or appointment to the Board,
the option granted under the Plan and held by the Director shall be
cancelled as of the date of such termination. In the event a
Participant dies within one year of initial election or appointment to
the Board, the option granted under the Plan shall be exercisable by
will or in accordance with the laws of descent and distribution for a
period of three years following the date of death.
(D) DOCUMENTATION OF GRANTS. Awards made under the Plan shall be evidenced
by written agreements or such other appropriate documentation as the
Board shall prescribe. The Board need not require the execution of any
instrument or acknowledgment of notice of an Award under the Plan, in
which case acceptance of such Award by the respective Participant will
constitute agreement to the terms of the Award.
(E) PLAN AMENDMENT. The Board may suspend or terminate the Plan or any
portion of the Plan at any time. The Board may also amend the Plan if
deemed to be in the best interests of the Company and its shareholders;
provided, however, that (i) no such amendment may impair any
Participant's right regarding any outstanding grants, elections or
other right to receive Shares under the Plan without his or her
consent, and (ii) the Plan may not be amended more than once every six
months, unless such amendment is permitted by Rule 16b-3(c)(2)(ii)(B)
under the 1934 Act.
-4-
<PAGE> 41
(F) GOVERNING LAW. The validity, construction and effect of the Plan and
any such actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
Last Amended October 12, 1998
-5-
<PAGE> 42
CLASS A COMMON STOCK P R O X Y
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints R.C. WHITAKER and CARL G. SCHMIDT, and
each of them, each with full power to act without the other, and each with full
power of substitution, the true and lawful proxies of the undersigned, to
represent and vote, as designated below, all shares of Class A common stock of
Johnson Worldwide Associates, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of such corporation to be held at the
Company's Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, on
Tuesday, January 26, 1999, 9:45 a.m. local time, and at any adjournment or
postponement thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 1999 ANNUAL MEETING
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors by 1- Thomas F. Pyle, Jr. |_| FOR all nominees |_| WITHHOLD authority to
Holders of Class A listed to the left vote for all nominees
common stock 2- Glenn N. Rupp (except as specified listed to the left
below).
</TABLE>
<TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write the number(s) of the
nominee(s) in the box provided to the right.)
<S> <C> <C> <C>
2. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive
Plan to increase the number of shares authorized for |_| FOR |_| AGAINST |_| ABSTAIN
issuance from 650,000 to 900,000.
3. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive
Plan to change the period for the individual limit on |_| FOR |_| AGAINST |_| ABSTAIN
share awards.
4. Approval of the proposed amendment to the 1994 Non-Employee Director Stock
Ownership Plan to increase the number of shares |_| FOR |_| AGAINST |_| ABSTAIN
authorized for issuance from 50,000 to 100,000.
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
</TABLE>
Dated: NO OF SHARES
--------------------
Check appropriate box ---------------------
Indicate changes below: | |
Address Change? |_| Name Change? |_| | |
---------------------
SIGNATURE(S) IN BOX
Note: Please sign exactly
as your name appears on
your stock certificate.
Joint owners should each
sign personally. A
corporation should sign
full corporate name by
duly authorized officers
and affix corporate seal,
if any. When signing as
attorney, executor,
administrator, trustee or
guardian, give full title
as such.
<PAGE> 43
CLASS B COMMON STOCK P R O X Y
JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.
The undersigned constitutes and appoints R.C. WHITAKER and CARL G. SCHMIDT, and
each of them, each with full power to act without the other, and each with full
power of substitution, the true and lawful proxies of the undersigned, to
represent and vote, as designated below, all shares of Class B common stock of
Johnson Worldwide Associates, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of such corporation to be held at the
Company's Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, on
Tuesday, January 26, 1999, 9:45 a.m. local time, and at any adjournment or
postponement thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2, 3 AND 4.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
JOHNSON WORLDWIDE ASSOCIATES, INC. 1999 ANNUAL MEETING
The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors by 1- Samuel C. Johnson |_| FOR all nominees |_| WITHHOLD authority to vote for
Holders of Class B listed to the left all nominees listed to the left
common stock 2- R.C. Whitaker (except as specified
below).
3- Helen P. Johnson-Leipold
4- Gregory E. Lawton.
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write the number(s) of the nominee(s) in the
box provided to the right.)
<TABLE>
<S> <C> <C> <C>
2. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive
Plan to increase the number of shares authorized for issuance from |_| FOR |_| AGAINST |_| ABSTAIN
650,000 to 900,000.
3. Approval of the proposed amendment to the 1994 Long-Term Stock Incentive |_| FOR |_| AGAINST |_| ABSTAIN
Plan to change the period for the individual limit on share awards.
4. Approval of the proposed amendment to the 1994 Non-Employee Director Stock
Ownership Plan to increase the number of shares authorized for |_| FOR |_| AGAINST |_| ABSTAIN
issuance from 50,000 to 100,000.
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
</TABLE>
Dated: NO. OF SHARES
----------------
Check appropriate box -------------------------
Indicate changes below: | |
Address Change? |_| Name Change? |_| | |
-------------------------
SIGNATURE(S) IN BOX
Note: Please sign exactly
as your name appears on
your stock certificate.
Joint owners should each
sign personally. A
corporation should sign
full corporate name by
duly authorized officers
and affix corporate seal,
if any. When signing as
attorney, executor,
administrator, trustee or
guardian, give full title
as such.
