JOHNSON WORLDWIDE ASSOCIATES INC, DEF 14A, 2000-01-24

JOHNSON WORLDWIDE ASSOCIATES INC
DEF 14A, 2000-01-24
SPORTING & ATHLETIC GOODS, NEC

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<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 Rule 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:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(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):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(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:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

<PAGE> 2

[JWA Logo]

JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 2000

To the Shareholders of
JOHNSON WORLDWIDE ASSOCIATES, INC.

The Annual Meeting of Shareholders of Johnson Worldwide Associates, Inc.
will be held on Thursday, February 17, 2000 at 10:00 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 a proposed amendment to the Company's
Articles of Incorporation to change the name of the Company from
Johnson Worldwide Associates, Inc. to Johnson Outdoors Inc.

3. To consider and act upon a proposal to approve the Johnson Outdoors
Inc. 2000 Long-Term Stock Incentive Plan.

4. To consider and act upon a proposed amendment to the Johnson
Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan to
exclude participation by certain highly compensated employees.

5. 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 Monday, December 13,
1999 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

/s/ CARL G. SCHMIDT
CARL G. SCHMIDT
Senior Vice President and Chief
Financial Officer,
Secretary and Treasurer
Sturtevant, Wisconsin
January 21, 2000
<PAGE> 3

JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 WILLOW ROAD
STURTEVANT, WISCONSIN 53177

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 2000

This Proxy Statement, which is first being mailed to shareholders on or
about January 21, 2000, 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 Thursday, February 17, 2000 at 10:00 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 13, 1999. On the record date, the Company had
outstanding and entitled to vote 6,905,429 shares of Class A common stock and
1,222,729 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. Glenn N. Rupp and Terry E. London (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, Thomas F. Pyle, Jr. 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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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...................... 71 Chairman of the Board of the Company 1970
from January 1994 to March 1999.
Chairman and until 1988, Chief
Executive Officer of S.C. Johnson &
Son, Inc. (manufacturer of household
maintenance and industrial products)
("SCJ"). Director of Mobil
Corporation, H.J. Heinz Company and
Deere & Company. Mr. Johnson is the
father of Helen P. Johnson-Leipold.
Thomas F. Pyle, Jr..................... 58 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 and Sub Zero
Corporation.
</TABLE>

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<PAGE> 5

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING LAST FIVE YEARS SINCE
---- --- ---------------------- --------
<S> <C> <C> <C>
Helen P. Johnson-Leipold............... 42 Chairman and Chief Executive Officer 1994
of the Company since March 1999. Vice
President, Worldwide Consumer
Products -- Marketing of SCJ from
September 1998 to March 1999. Vice
President, Personal and Home Care
Products of SCJ 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 SCJ
from 1992 to September 1995. Ms.
Johnson-Leipold is the daughter of
Samuel C. Johnson
Gregory E. Lawton...................... 48 President of Johnson Wax Professional 1997
(manufacturer of industrial
maintenance products) since January
1999. President and Chief Executive
Officer of NuTone, Inc. (manufacturer
of ventilation fans, intercom systems
and other home products) from July
1994 to January 1999. Director of
BICCGeneral and Superior Metal
Products, Inc.
Glenn N. Rupp.......................... 55 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.
Director of Consolidated Papers, Inc.
Terry E. London........................ 50 President and Chief Executive Officer 1999
and a Director of Gaylord
Entertainment Company (hospitality and
attractions, creative content and
interactive media) ("Gaylord") since
May 1997. Executive Vice President and
Chief Operating Officer of Gaylord
from March 1997 to May 1997. Senior
Vice President and Chief Financial and
Administrative Officer of Gaylord from
September 1993 to March 1997.
</TABLE>

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

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Board of Directors. Present members of the Executive Committee are Messrs.
Johnson (Chairman) and Pyle and Ms. Johnson-Leipold.

The Audit Committee presently consists of Messrs. Rupp (Chairman) and Pyle.
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 all compensation and
benefits, except for equity-based compensation, of the executive officers and
key employees of the Company.

The Stock Committee presently consists of Messrs. Pyle (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.

Committee assignments will be reviewed at the meeting of the Board of
Directors to be held January 26, 2000.

MEETINGS AND ATTENDANCE

During the year ended October 1, 1999, there were five meetings of the
Board of Directors, two meetings of the Audit Committee, five meetings of the
Compensation Committee, no meetings of the Stock Committee (all actions were
taken by unanimous written consent) and no meetings of the Executive Committee.
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. The 1994 Director Plan
provides for up to 100,000 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 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.

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<PAGE> 7

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 can not 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 27, 1999, 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). On December 13, 1999, options to
purchase 5,000 shares of Class A common stock were awarded to Mr. London, in
conjunction with his appointment to the Board of Directors.

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<PAGE> 8

STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth certain information at November 1, 1999
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....................... 2,595,762(2)(3) 37.6% 1,062,330(2)(4) 86.9%
4041 North Main Street
Racine, Wisconsin 53402
Imogene P. Johnson...................... 33,493(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. ...................... 366,796(6) 5.3 142,616(6) 11.7
4041 North Main Street
Racine, Wisconsin 53402
Helen P. Johnson-Leipold................ 281,897(5)(7)(8) 4.1 1,056,722(4)(6)(8) 86.4
4041 North Main Street
Racine, Wisconsin 53402
Royce & Associates, Inc. ............... 640,320(9) 9.3(9) - -
1414 Avenue of the Americas
New York, NY 10019
Dimensional Fund Advisors Inc. ......... 549,500(10) 8.0(10) - -
1299 Ocean Avenue
Santa Monica, CA 90401
Carl G. Schmidt......................... 83,758(11) 1.2 - -
Mamdouh Ashour.......................... 52,600(12) * - -
Thomas F. Pyle, Jr. .................... 22,374(13) * - -
Gregory E. Lawton....................... 6,000(14) * - -
Glenn N. Rupp........................... 6,000(14) * - -
Patrick J. O'Brien...................... 3,344(15) * - -
R.C. Whitaker........................... 2,500 * - -
</TABLE>

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- ---------------
* 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 thereof. As a 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 2,221,627 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 6,693 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 317,280 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.

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<PAGE> 10

(7) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days and 409 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.

(8) Includes 127,024 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 8,
1999, 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 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 12,
1999, filed by Dimensional Fund Advisors Inc., a registered investment
advisor ("Dimensional") with the Securities and Exchange Commission.
Dimensional reported sole voting 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 75,333 Class A Shares, which options are
exercisable within 60 days, and 725 shares held by the Company's 401(k)
Retirement and Savings Plan, over which the reporting person has sole
voting power.

(12) Includes options to acquire 46,500 Class A Shares, which options are
exercisable within 60 days.

(13) Includes options to acquire 16,693 Class A Shares, which options are
exercisable within 60 days.

(14) Includes options to acquire 5,000 Class A Shares, which options are
exercisable within 60 days.

(15) Includes 344 shares held by the Company's 401(k) Retirement and Savings
Plan, over which the reporting person has sole voting power.

(16) Includes options to acquire 160,219 Class A Shares for all officers and
directors as a group, which options are exercisable within 60 days.

(17) Excludes shares held by Mr. Whitaker who resigned as President and Chief
Executive Officer in March 1999.

At November 1, 1999, the Johnson Family beneficially owned 3,376,869 Class
A Shares, or approximately 48.8% of the outstanding Class A Shares, and
1,168,366 Class B Shares, or approximately 95.6% of the outstanding Class B
Shares.

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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, except for 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 is 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 as follows:

- 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 biannual
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 fairly
represent the Company's 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 1999, 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, 1999, Mr. Whitaker's annualized base salary was
increased from $360,000 to $375,000 to reflect the Compensation Committee's
assessment of the factors listed above. Mr. Whitaker resigned as President and
Chief Executive Officer in March 1999. Ms. Johnson-Leipold assumed the position
of Chairman and Chief Executive Officer with an annualized base salary of
$375,000 in March 1999.

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, the Board of Directors adopted the Johnson Worldwide Associates
Economic Value Added Bonus Plan ("EVA Plan") in fiscal 1997. 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) a calculated
amount based on 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 100% 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, the Compensation Committee allowed
no recalibration of the expected EVA improvement for the three fiscal years
1997 -- 1999. Due to the significant changes in the Company's business since the
EVA Plan was adopted, such recalibration will be performed for fiscal year 2000.

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 economic value improved in 1999. The Company's EVA
improvement was $4.5 million (a 40 basis point improvement in after-tax return
on EVA capital), versus an expected improvement of $6.9 million, resulting in a
bonus multiple of 65% of base salary (for the period of her employment), or
$130,200, for Ms. Johnson-Leipold.

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 1994 Long-Term Stock Incentive Plan and
the 1986 Stock Option 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 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

11
<PAGE> 14

with an exercise price equal to the market price of the common stock on the date
of grant. Stock options granted in 1999 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 1999 reflect the considerations discussed above. On
December 16, 1998, Mr. Whitaker received options to purchase 15,000 shares at an
exercise price of $9.6875 per share. In March 1999, Ms. Johnson-Leipold received
options to purchase 85,000 shares at an exercise price of $8.125 per share in
conjunction with her employment by the Company.

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).

In 1999, 15,000 shares of restricted stock were awarded to Ms.
Johnson-Leipold in conjunction with her employment by the Company.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

It is anticipated that all 1999 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

12
<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(7) COMPENSATION(8) AWARDS(9) OPTIONS COMPENSATION(11)
- ------------------------------ ---- ------ -------- --------------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Helen P. Johnson-Leipold.... 1999 $199,000(6) $130,200 $ - $132,400(6) 85,000 $ 25,800
Chairman and Chief 1998 -(6) - - -(6) - -
Executive Officer(1) 1997 142,700(6) 57,800 - 13,100 30,000(10) 3,800
R. C. Whitaker.............. 1999 162,600 - - - 15,000(10) 335,900
President and Chief 1998 355,000 167,000 - - 25,000(10) 44,200
Executive Officer(2) 1997 323,400 206,600 - 32,700 75,000(10) 160,900
Patrick J. O'Brien.......... 1999 132,600 73,700 - 24,600 97,000 16,300
President and Chief 1998 - - - - - -
Operating Officer(3) 1997 - - - - - -
Carl G. Schmidt............. 1999 230,300 105,400 - - 10,000 28,700
Senior Vice President and 1998 212,300 78,400 - - 15,000 23,700
Chief Financial Officer, 1997 190,300 108,900 - - 25,000 16,900
Secretary and Treasurer(4)
Mamdouh Ashour.............. 1999 257,500 - 48,600 - 7,500 192,500
Group Vice President 1998 250,000 39,300 53,800 - 15,000 109,500
and President -- 1997 233,300 92,100 63,900 - 7,000 151,500
Worldwide Diving(5)
</TABLE>

FOOTNOTES TO SUMMARY COMPENSATION TABLE

(1) Ms. Johnson-Leipold has been Chairman and Chief Executive Officer since
March 1999. From October 1995 to July 1997, she served as Executive Vice
President -- North American Businesses.

(2) Mr. Whitaker resigned as President and Chief Executive Officer in March
1999.

(3) Mr. O'Brien has been President and Chief Operating Officer since April
1999.

(4) 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.

(5) 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.

(6) Does not include restricted stock awards or amounts paid for services as a
director of the Company during the applicable year. No such awards were
granted or services paid while Ms. Johnson-Leipold was an employee of the
Company.

(7) The amounts in the table for the year ended October 1, 1999 consist of
amounts accrued under the EVA Plan.

13
<PAGE> 16

(8) The amounts in the table consist of expenses paid on behalf of Mr. Ashour.
The amounts are less than the lesser of $50,000 or 10% of total annual
salary and bonus for all other Named Executive Officers.

(9) 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 1, 1999
were as follows: Ms. Johnson-Leipold, 15,000 shares ($132,400) and Mr.
O'Brien 3,000 shares ($24,600). Ms. Johnson-Leipold received an award of
15,000 shares of restricted stock on March 22, 1999. Mr. O'Brien received
an award of 3,000 shares of restricted stock on April 12, 1999. One-third
of the shares awarded to Ms. Johnson-Leipold and Mr. O'Brien vest on each
successive anniversary of the date of award. Holders of restricted shares
are entitled to receive dividends, if any, on such shares.

(10) Cancelled effective 30 days after resignation.

(11) The amounts in the table for the year ended October 1, 1999 consist of the
following:

(a) Amounts to be credited for qualified retirement contributions are
$12,800 for Ms. Johnson-Leipold, $10,600 for Mr. O'Brien, $12,800 for
Mr. Schmidt and $12,800 for Mr. Ashour.

(b) Company matching contributions to the executives' 401(k) plan accounts
during the year ended October 1, 1999 of $5,000 for Ms.
Johnson-Leipold, $5,000 for Mr. Whitaker, $3,500 for Mr. O'Brien,
$5,200 for Mr. Schmidt and $5,000 for Mr. Ashour.

(c) Company contributions to the executives' non-qualified plan accounts
during the year ended October 1, 1999 of $8,000 for Ms.
Johnson-Leipold, $24,100 for Mr. Whitaker, $2,200 for Mr. O'Brien,
$10,700 for Mr. Schmidt and $10,500 for Mr. Ashour.

(d) $164,200 paid to Mr. Ashour for expatriate cost of living and income
tax allowances.

(e) $306,800 paid to Mr. Whitaker during the fiscal year ended October 1,
1999 under his separation agreement. See "Agreements with Named
Executive Officers."

14
<PAGE> 17

STOCK-BASED COMPENSATION

The following table provides details regarding stock options granted to the
Named Executive Officers in fiscal 1999 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 1999

<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 ---------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------- --------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Helen P.
Johnson-Leipold........... 85,000(1) 24% $8.125 3/9/09 $434,330 $1,100,678
R. C. Whitaker............ 15,000(2) 4 9.688 4/9/99 -- --
Patrick J. O'Brien........ 97,000(3) 27 7.125 4/6/09 434,645 1,101,475
Carl G. Schmidt........... 10,000(4) 3 9.688 12/16/08 60,924 154,394
Mamdouh Ashour............ 7,500(4) 2 9.688 12/16/08 45,693 115,795
</TABLE>

- ---------------
(1) One-third of the options vest and become exercisable each successive year
after grant, commencing March 9, 2000.

(2) Cancelled effective 30 days after Mr. Whitaker's resignation.

(3) One-third of the options vest and become exercisable each successive year
after grant, commencing April 6, 2000.

(4) One-third of the options vest and become exercisable each successive year
after grant, commencing December 16, 1999.

15
<PAGE> 18

The following table shows stock option exercises by the Named Executive
Officers during fiscal 1999. 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 1, 1999. 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 1, 1999 closing price of the Class A common stock of $8.94.

AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND
FISCAL 1999 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 10/1/99 OPTIONS AT 10/1/99
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Helen P.
Johnson-Leipold.......... -- $-- 5,000 85,000 $-- $ 69,275
R. C. Whitaker........... -- -- -- -- -- --
Patrick J. O'Brien....... -- -- -- 97,000 -- 176,055
Carl G. Schmidt.......... -- -- 58,667 28,333 -- --
Mamdouh Ashour........... -- -- 36,667 19,833 -- --
</TABLE>

16
<PAGE> 19

TOTAL SHAREHOLDER RETURN

The graph below compares on a cumulative basis the yearly percentage change
since September 30, 1994 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;
(c) the total return on the Russell 2000 Index and (d) 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 September 30, 1994 in Class A common
stock, the Nasdaq Stock Market-U.S. Index, the Russell 2000 Index and the peer
group index.

[LINE GRAPH]

<TABLE>
<CAPTION>
9/30/94 9/29/95 9/27/96 10/3/97 10/2/98 10/1/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Johnson Worldwide Associates........... $100.00 $ 90.57 $ 53.77 $ 64.15 $ 32.08 $ 33.73
Nasdaq Market Index (U.S.)............. 100.00 138.07 164.34 229.15 218.08 370.46
Russell 2000 Index..................... 100.00 123.37 139.71 186.04 150.66 177.11
Peer Group............................. 100.00 102.40 110.80 150.49 69.87 99.52
</TABLE>

AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

In March 1999, the Company entered into a separation agreement with Mr.
Whitaker, the Company's former President and Chief Executive Officer. Pursuant
to the terms of this agreement, Mr. Whitaker resigned from all positions with
the Company and its subsidiaries as of March 9, 1999. The Company agreed to (i)
make outplacement services available for a one-year period, (ii) pay Mr.
Whitaker $526,000 over a twelve-month period and (iii) vest 833 shares of
restricted stock awarded to Mr. Whitaker under the 1994 Long-Term Stock
Incentive Plan. Under this agreement, Mr. Whitaker agreed not to be employed by,
or affiliated with, certain competitors of the Company during the period
beginning on his resignation date and ending March 9, 2000 (the "Restricted
Period") and, among other things, not to solicit for employment any person
employed by the Company during the Restricted Period. Mr. Whitaker also agreed
to a confidentiality

17
<PAGE> 20

arrangement during the Restricted Period and for two years thereafter and
released the Company from any and all liability. In the event that Mr. Whitaker
violates the terms of the agreement, the Company is entitled to withhold and
terminate all payments and benefits provided under the agreement and recover
from Mr. Whitaker all payments and benefits previously provided to him
thereunder.

AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE NAME OF COMPANY

The Board of Directors proposes and recommends that the shareholders
approve an amendment (the "Name Change Amendment") to Article 1 of the Company's
Articles of Incorporation to change the name of the Company from "Johnson
Worldwide Associates, Inc." to "Johnson Outdoors Inc." The terms of the Name
Change Amendment are set forth in Appendix A to this Proxy Statement. The name
change is intended to better reflect the nature of the Company's business.
Changing the Company's name does not alter any of the rights of shareholders.

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
Name Change Amendment. 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 Name Change Amendment.

The Board of Directors recommends a vote "FOR" the Name Change Amendment.
Shares of common stock represented by executed but unmarked proxies will be
voted "FOR" such amendment.

2000 LONG-TERM STOCK INCENTIVE PLAN

GENERAL

The purpose of the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive
Plan (the "2000 Plan") is to enhance the ability of the Company to attract and
retain employees who will make substantial contributions to the Company's
long-term business growth and to provide meaningful 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 2000 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 Company currently has in effect the 1994 Long-Term Stock Incentive Plan
(the "1994 Plan") and the 1986 Stock Option Plan. As of December 13, 1999,
approximately 36,600 shares of Class A common stock remained available for the
granting of additional awards under these plans. To allow for future
equity-based compensation awards to be made by the Company to its employees, the
2000 Plan was adopted by the Board of Directors on December 13, 1999 and became
effective as of that date, subject to approval of the 2000 Plan by the
shareholders of the Company within twelve months of such effective date. The
1994 Plan and the 1986 Stock Option Plan will be terminated, except as to
outstanding options, upon approval of the 2000 Plan by the shareholders.

The following summary description of the 2000 Plan is qualified in its
entirety by reference to the full text of the 2000 Plan.

18
<PAGE> 21

ADMINISTRATION

The 2000 Plan is required to be administered by a committee of the Board
(the "Committee") consisting of not less than two members of the Board who are
not employees of the Company. If at any time the Committee is not in existence,
the Board will administer the 2000 Plan. The Stock Committee will serve as the
administrator of the 2000 Plan. Among other functions, the Committee has the
authority to establish rules for the administration of the 2000 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 to employees 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 employees to the extent
authorized under the 2000 Plan. Except as otherwise provided in the 2000 Plan,
determinations and interpretations with respect thereto and any award agreements
thereunder will be in the sole discretion of the Committee, whose determinations
and interpretations will be binding on all parties. Any employee of the Company
or any affiliate, including any executive officer or employee director of the
Company, is eligible to receive awards under the 2000 Plan. In addition,
consultants and advisors to the Company will be eligible to receive nonqualified
stock options under the 2000 Plan. Approximately 60 employees currently would be
eligible to participate in the 2000 Plan.

AWARDS UNDER THE 2000 PLAN; AVAILABLE SHARES

The 2000 Plan authorizes the granting to 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.
The 2000 Plan provides that up to a total of 600,000 shares of Class A common
stock will be available for the granting of awards. The aggregate number of
shares that can be awarded to any one participant during any fiscal year of the
Company shall not exceed 200,000 shares. No more than 100,000 shares can be
granted as stock awards and stock appreciation rights. If any shares subject to
awards granted under the 2000 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 other consideration issuable or payable
pursuant to the award, such shares will be available for the granting of new
awards under the 2000 Plan.

TERMS OF AWARDS

Options. The exercise price per share of Class A common stock subject to an
option granted under the 2000 Plan will be 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. The term of an option
granted under the 2000 Plan will be as determined by the Committee, but cannot
exceed ten years. Options granted under the 2000 Plan will become exercisable in
such manner and within such period or periods and in such installments or
otherwise as determined by the Committee. Options will 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, either by actual delivery of shares
or by attestation, 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 2000 Plan will also be required to comply with all
other terms of Section 422 of the Internal Revenue Code.

SARs. An SAR granted under the 2000 Plan will confer on the holder a right
to receive, upon exercise thereof, 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 an SAR under
the 2000 Plan will not be less than the fair market value of a share of Class A
common stock on the date of grant or, if

19
<PAGE> 22

the Committee so determines, in the case of any SAR granted in tandem with or in
substitution for another award granted under the 2000 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 an 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 2000 Plan will be determined by the
Committee.

Stock Awards. A stock award will give 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 will determine 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 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.

Notwithstanding the foregoing, if the Committee determines that an award is
intended to qualify as "performance-based compensation," under Section 162(m) of
the Internal Revenue Code, the award will be conditioned on the achievement of
one or more of the following performance goals or targets, as determined by the
Committee: revenues, earnings per share, return on shareholder equity, return on
average total capital employed, return on net assets employed before interest
and taxes and/or economic value added. For awards intended to be
performance-based compensation, the Committee will not have discretion to
increase the amount of compensation payable that would otherwise be due upon the
participant's attainment of the performance goals or targets.

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 2000 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 2000 Plan, then the Committee will generally have 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 2000 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 2000 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 (i)
designate a beneficiary or beneficiaries to exercise the participant's rights
and receive any distributions under the Plan upon the participant's death and
(ii) transfer an award.

20
<PAGE> 23

AMENDMENT AND TERMINATION

The Board may amend, suspend or terminate the 2000 Plan at any time, except
that no such action may (unless otherwise provided in the 2000 Plan) adversely
affect any award granted and then outstanding without the approval of the
respective participant.

WITHHOLDING

The Company will have 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 2000 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
2000 Plan are conditional on such payment or arrangements, and the Company and
any affiliate will, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the 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 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 2000 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 2000 Plan will create
no income tax consequences to the employee or the Company. An employee who is
granted a non-qualified stock option will generally recognize 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
will be 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 will give 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 will be a long-term capital gain or loss if the Class A common stock had
been held for more than one year 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 will

21
<PAGE> 24

recognize 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 will be treated as a long-term capital
gain or loss. No deduction will be allowed to the Company. If either of these
holding period requirements is not satisfied, the employee will recognize
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 will be 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 will be treated as a capital gain. This capital gain will be a
long-term capital gain if the Class A common stock had been held for more than
one year from the date of exercise.

Stock Appreciation Rights. The grant of an SAR will create no income tax
consequences for the employee or the Company. Upon exercise of an SAR, the
employee will recognize 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 an SAR,
recognition of income may be deferred in accordance with the rules applicable to
such other awards. The Company will be 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 will not recognize income upon the award of restricted stock under
the 2000 Plan unless the election described below is made. However, an
individual who has not made such an election will recognize 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 will be 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 will result
in capital gain or loss (long-term or short-term depending on the length of time
the restricted stock is held after 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 will constitute ordinary income to the
participant in the year paid. The Company will be entitled to a corresponding
deduction for such dividends. Any dividends paid in stock will be 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 will be 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 will be treated as dividend income to the participant in the year of
payment and will not be deductible by the Company. Any otherwise taxable
disposition of the restricted stock (other than by forfeiture) will result 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 will not be entitled to deduct any loss. In addition, the
Company would then be 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 will create 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 will
recognize 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

22
<PAGE> 25

performance shares or performance units, recognition of income may be deferred
in accordance with the rules applicable to such other awards. The Company will
be entitled to a deduction in the same amount and at the same time as income is
recognized by the employee.

FUTURE AWARDS

No awards have been made to date under the 2000 Plan. The Company cannot
currently determine the awards that may be granted in the future to employees
under the 2000 Plan. Such determinations will be made from time to time by the
Committee. During fiscal 1999, certain awards were granted to employees under
the Company's 1994 Plan. Stock options and restricted stock granted under the
1994 Plan to the Named Executive Officers during fiscal 1999 are disclosed under
the caption "Executive Compensation." During fiscal 1999, options to purchase a
total of 214,500 and 138,500 shares were granted to all executive officers and
all other employees as a group, respectively, under the 1994 Plan at average per
share exercise prices ranging from $7.125 to $9.688.

On December 13, 1999, the last reported sales price per share of the Class
A common stock on The Nasdaq Stock Market(R) was $7.56.

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
2000 Plan; provided that a majority of the outstanding shares of the Company's
common stock are voted on the proposal. Assuming such proviso is met, 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 recommends a vote "FOR" the 2000 Plan. Shares of common stock
represented at the Annual Meeting by executed but unmarked proxies will be voted
"FOR" the 2000 Plan, unless a vote against the 2000 Plan or to abstain from
voting is specifically indicated on the proxy.

AMENDMENT OF JOHNSON WORLDWIDE ASSOCIATES, INC.
1987 EMPLOYEES' STOCK PURCHASE PLAN

GENERAL

The proposed amendment to the Johnson Worldwide Associates, Inc. 1987
Employees' Stock Purchase Plan (the "1987 Plan") would change the eligibility
provision to exclude participation by certain highly compensated employees.

The 1987 Plan was originally adopted by the Board of Directors on December
11, 1987 and approved by the shareholders on January 28, 1988. The Board of
Directors approved the amendment to the 1987 Plan on December 13, 1999, subject
to shareholder approval.

PURPOSE

The purpose of the 1987 Plan is to provide employees of the Company and its
subsidiaries with the opportunity to purchase shares of Class A common stock and
thereby share in the ownership of the Company.

23
<PAGE> 26

ADMINISTRATION

The 1987 Plan is required to be administered by a committee of the Board
(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 Stock Committee currently serves as the administrator
of the 1987 Plan. Among other functions, the Committee has authority to
establish the terms and conditions for grants of purchase rights and adopt such
rules or regulations which may be necessary or advisable for the operation of
the 1987 Plan.

STOCK SUBJECT TO PLAN

The 1987 Plan reserves 150,000 shares of Class A common stock for issuance,
subject to appropriate adjustment 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. As of December 13,
1999, 46,875 shares remained available for future grants of purchase rights.

ELIGIBILITY

The 1987 Plan currently provides that all full-time employees of
corporations (from the group consisting of the Company, its parent and
subsidiary corporations) designated by the Committee may participate
(approximately 980 persons), other than highly compensated employees who
participate in the 1994 Plan. No employee may participate if he would own,
directly or indirectly, 5% or more of the total combined voting power or value
of all classes of Company common stock. The proposed amendment would change the
exception to prohibit participation by any highly compensated employee who is a
president, vice president or director level employee. The proposed change in
eligibility will provide a greater opportunity for employees other than
executive and senior officers to purchase shares of Class A common stock.
Opportunities for stock ownership are provided to executive and senior officers
under the 1994 Plan and the proposed 2000 Plan. Moreover, limiting executive and
senior officers opportunities for stock ownership to incentive-based plans such
as the 2000 Plan is consistent with the Company's overall compensation
philosophy for executive and senior officers that a significant portion of total
compensation should be based on performance-based incentive compensation.

AWARDS UNDER THE 1987 PLAN

Rights to purchase a maximum of 250 shares (unless otherwise determined by
the Committee) will be granted to eligible employees on such dates as may be
determined by the Committee. The purchase price per share will be the lesser of
either 85% of the fair market value of the Class A common stock on the first day
of the offer and 85% of the fair market value of the Class A common stock at the
end of the Purchase Period (as defined below). The Committee may specify the
aggregate number of shares of Class A common stock available for purchase by all
eligible employees during a Purchase Period.

EXERCISE

All purchase rights are exercisable, in whole or in part, at any time
during the 30-day period following the date of grant (the "Purchase Period");
provided, however, that no employee may exercise his purchase rights for less
than the minimum number of shares designated by the Committee and provided,
further, that an exercise will not be effective until the last day of the
Purchase Period. Each purchase right granted under the 1987 Plan will expire at
the end of the Purchase Period.

24
<PAGE> 27

In the event the employees exercise rights to purchase an aggregate number
of shares in excess of the maximum number available during a Purchase Period,
the Committee may adjust the number of shares which may be purchased by an
employee according to such non-discriminatory rules and regulations as the
Committee may establish.

TERMINATION AND AMENDMENT

The 1987 Plan will terminate on such date as may be determined by the Board
of Directors. The Board of Directors may amend or terminate the 1987 Plan,
provided that unless approved by the shareholders, no amendment will (i)
increase the maximum number of shares of Class A common stock which may be
purchased under the 1987 Plan, except as permitted by the anti-dilution
provisions of the 1987 Plan; (ii) modify the requirements as to eligibility for
participation in the Plan; (iii) change the class of corporations whose
employees will be granted purchase rights under the Plan; or (iv) materially
increase the benefits to participants under the 1987 Plan.

LIMITS ON TRANSFERABILITY

Purchase rights are not transferable other than by will or the laws of
descent and distribution and are exercisable during an employee's lifetime only
by the employee. In the event of termination of employment of an employee, all
rights of the employee under the 1987 Plan will terminate.

FEDERAL INCOME TAX CONSEQUENCES

No income is recognized by an employee on the grant or exercise of a
purchase right granted under the 1987 Plan. If the shares acquired upon exercise
are held for at least two years from the date of grant and one year from the
date of exercise, or in the event of the employee's death (whenever occurring)
while owning the shares, the lesser of the discount portion of the option price
(discount from fair market value at time of grant) or the actual gain will be
ordinary income (however, the Company will not be allowed a deduction for this
amount); any excess will be a long-term capital gain (in the case of a sale) or
eligible for a step-up in basis in accordance with rules normally applicable
with respect to stock held by a decedent on death. If the stock is disposed of
prior to the expiration of the above holding periods (other than on account of
death), the excess of the fair market value at the time of exercise over the
option price will be treated as ordinary income to the employee and the Company
will be allowed a deduction in this amount. Any additional gain is a long-term
or short-term capital gain depending on the holding period. If the amount
realized on the sale is less than the fair market value at the time of exercise,
the amount of ordinary income (and amount deductible by the Company) is limited
to the amount of gain realized.

FUTURE GRANTS

If the proposed amendment regarding the change in eligibility is approved,
it is anticipated that none of the Company's executive and senior officers,
including the Named Executive Officers, will participate in the 1987 Plan. It is
presently anticipated that all other employees will be given the opportunity to
purchase shares under the 1987 Plan in 2000.

On December 13, 1999, the last reported sales price per share of the Class
A common stock on The Nasdaq Stock Market(R) was $7.56.

25
<PAGE> 28

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 1987 Plan; provided that a majority of the outstanding
shares of the Company's common stock are voted on the proposal. Assuming such
proviso is met, any shares not voted at the meeting (whether by broker non-votes
or otherwise, except abstention) will have no impact on the vote. Shares as to
which holders abstain from voting will be treated as votes against the proposal.

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, Chairman and Chief
Executive Officer 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 1, 1999
was approximately $415,000.

INDEPENDENT AUDITORS

KPMG LLP ("KPMG") served as the independent auditors for the purpose of
auditing the consolidated financial statements of the Company for the year ended
October 1, 1999. 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 September 29, 2000 until
after the 2000 Annual Meeting of Shareholders.

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 2001
Annual Meeting of Shareholders must be received at the offices of the Company,
1326 Willow Road, Sturtevant, Wisconsin 53177 by August 19, 2000 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 2001 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 2001 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, 2000 (assuming a January 25, 2001
meeting date), then the notice will be considered untimely and the Company will
not be required to present such proposal at the 2001 Annual Meeting of
Shareholders. If the Board of Directors chooses to present such proposal at the
2001 Annual Meeting of Shareholders, then the persons named in proxies solicited
by the Board of Directors for the 2001 Annual Meeting of Shareholders

26
<PAGE> 29

may exercise discretionary voting power with respect to such proposal. The 2001
Annual Meeting of Shareholders is tentatively scheduled to be held on January
25, 2001.

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 1, 1999,
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.

OTHER MATTERS

The Company has filed an Annual Report on Form 10-K with the Securities and
Exchange Commission for the year ended October 1, 1999. This Form 10-K will be
bound with the Company's 1999 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.

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 SIGNATURE
CARL G. SCHMIDT
Senior Vice President and Chief
Financial Officer, Secretary and
Treasurer

27
<PAGE> 30

APPENDIX A

PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
JOHNSON WORLDWIDE ASSOCIATES, INC.

Proposed additions and deletions effected by the Name Change Amendment are
in bold type and indicated by overstriking, respectively.

ARTICLE I

The name of the Corporation shall be Johnson Worldwide Associates, Inc.
JOHNSON OUTDOORS INC.

28
<PAGE> 31
CLASS A COMMON STOCK PROXY

JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 17, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.

The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD 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 Thursday, February 17, 2000, 10:00 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

<TABLE>
<S><C>
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING

1. ELECTION OF DIRECTORS 1- GLENN N. RUPP 2 -TERRY E. LONDON FOR all nominees WITHHOLD AUTHORITY to
By Holders of Class A Common Stock listed to the left vote for all nominees
(except as listed to the left.
specified below).
--------------------------------------------------
(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.)
--------------------------------------------------
2. Approval of the proposed amendment to the Company's Articles of
Incorporation to change the name of the Company from Johnson FOR AGAINST ABSTAIN
Worldwide Associates, Inc. to Johnson Outdoors Inc.

3. Approval of the proposed amendment to the Johnson Worldwide Associates, FOR AGAINST ABSTAIN
Inc. 1987 Employees' Stock Purchase Plan to exclude participation by
certain highly compensated employees.

4. Approval of the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive FOR AGAINST ABSTAIN
Plan.

5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

Check appropriate box Date: NO. OF SHARES
--------------------------
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.
</TABLE>

<PAGE> 32

CLASS B COMMON STOCK PROXY

JOHNSON WORLDWIDE ASSOCIATES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 17, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JOHNSON WORLDWIDE ASSOCIATES, INC.

The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD 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 Thursday, February 17, 2000, 10:00 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.

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

<TABLE>
<S><C>
JOHNSON WORLDWIDE ASSOCIATES, INC. 2000 ANNUAL MEETING

1. ELECTION OF DIRECTORS 1- SAMUEL C. JOHNSON 2 - HELEN P. JOHNSON-LEIPOLD FOR all nominees WITHHOLD AUTHORITY
By Holders of Class B Common 3- THOMAS F. PYLE, 4 - GREGORY E. LAWTON listed to the left to vote for all
Stock JR. (except as nominees listed to
specified below). the left.
----------------------------------------------
(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.)
----------------------------------------------
2. Approval of the proposed amendment to the Company's Articles of
Incorporation to change the name of the Company from Johnson FOR AGAINST ABSTAIN
Worldwide Associates, Inc. to Johnson Outdoors Inc.

4. Approval of the Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan. FOR AGAINST ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

Check appropriate box Date: NO. OF SHARES
---------------------------
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.
</TABLE>