Exhibit 10.9
LACROSSE FOOTWEAR, INC.
DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
(AS AMENDED AND RESTATED)
1. Definitions. Except as otherwise expressly provided, each of the
following terms used herein shall have the meaning set forth below:
a) "Adjusted Book Value" means the book value of the Company as
determined by the Company and its independent public accountants
in accordance with generally accepted accounting principles,
decreased by all amounts transferred to shareholders' equity as
a result of the amortization of the "Excess of Net Assets
Acquired Over Cost" account since the Company's or its
predecessor's incorporation.
b) "Company" means LaCrosse Footwear, Inc., a Wisconsin
corporation, and all of its consolidated subsidiaries.
c) "Contribution" means a dollar amount determined by the Company's
Board of Directors with respect to a particular Participant and
allocated to the appropriate Participant Account.
d) "Net Income" or "Net Loss", as the case may be, means the
consolidated net income (after-tax) or net loss (after tax
benefits), respectively, of the Company from operations for any
calendar year, as determined by the Company and its independent
public accountants in accordance with generally accepted
accounting principles. Without limiting the generality of the
foregoing, Net Income and/or Net Loss shall not include any
capital gains or losses realized by the Company, proceeds from
insurance policies or any amount resulting from the amortization
of the "Excess of Net Assets Acquired Over Cost" account.
e) "Participant" means any executive or other key employee of the
Company who is designated by the Company's Board of Directors as
a Participant in the Plan.
f) "Participant Account" means the account established for
bookkeeping purposes by the Company under the Plan for each
Participant to reflect all Contributions thereto, together with
any increases and/or decreases thereto as herein provided.
g) "Plan" means the Company's Deferred Compensation Plan for Key
Employees adopted by the Company's Board of Directors on
December 17, 1982 and as last amended and restated on November
22, 1996.
h) "Applicable Interest Rate" means the then current market rate as
reported in The Wall Street Journal, adjusted annually on
January 1 of each year, on United States Treasury obligations
with a maturity date closest to two (2) years as of the
immediately preceding December 31; provided, however, that with
respect to any Participant who retired from the Company prior to
January 1, 1996, the Applicable Interest Rate shall be eight
percent (8%) per annum.
2. Administration. The Plan shall be administered by the Board of
Directors of the Company.
3. Operation.
a) On or before December 31 of any calendar year, the Company's
Board of Directors may make Contributions on behalf of such
Participants as it shall deem appropriate. A Participant
Account will be established for each Participant and will be
increased by the amount (and at the time) of each Contribution
for the account of such Participant. Except as otherwise
provided herein, all Contributions are fully vested at the time
they are allocated to the respective Participant Accounts. Each
Participant Account will be increased in the event of Net Income
or decreased in the event of a Net Loss as of the close of
business on the last day of each calendar year by multiplying
the sum of such Participant Account as of the first day of such
calendar year by a fraction, the numerator of which is the Net
Income or Net Loss, as the case may be, for the then current
calendar year and the denominator of which is the sum of (i) the
Adjusted Book Value as of the first day of such calendar year
plus (ii) the aggregate value of all Participant Accounts as of
the first day of such calendar year. Except as the Company's
Board of Directors shall otherwise provide, no Participant
Account shall be increased or decreased under this Paragraph
after the occurrence of an event described in subparagraphs (a),
(b) and (c) of Paragraph 4 hereof.
b) On or before December 1 of any calendar year, each Participant
may specify to the Company's Board of Directors, in writing, a
percentage of the Contribution(s) to be made on his or her
behalf during the following calendar year or years, to be
deferred to a date specified by the Participant (the "Deferred
Payment Date"). The Deferred Payment Date with respect to any
Participant shall be the fifteenth (15th) day in January of such
year as he shall specify, in writing, to the Company's Board of
Directors. A Participant may extend his Deferred Payment Date
to the January fifteenth (15th) of a later year at any time,
provided that written notice of such extension shall be given to
the Company's Board of Directors at least thirty (30) days
preceding such earlier specified Deferred Payment Date.
4. Distributions.
a) Notwithstanding any other provision of this Paragraph, a
Participant shall receive the dollar value of his Participant
Account within sixty (60) days after the first of the following
events to occur:
i) At any time at the sole discretion of the Company's Board
of Directors;
ii) A merger or consolidation in which the Company does not
survive, a liquidation or dissolution of the Company or the
sale of all or substantially all of the assets of the
Company;
iii) For other than the circumstances covered in subparagraphs
(b) and (c) below, a Participant's termination of
employment with the Company, with or without cause and
regardless of whether initiated by the Company or the
Participant; provided, however, that in no event shall a
Participant who is entitled to a distribution from his or
her Participant Account as a result of an event described
in this subparagraph (iii) receive more than an amount
equal to the Contributions made to such Participant Account
together with interest thereon at the Applicable Interest
Rate, compounded annually, from the date of each
Contribution to the date of the event which triggered the
distribution.
b) In the event of a Participant's death, or any physical or mental
disability resulting in a Participant's inability to perform his
or her duties as an employee of the Company (which determination
will be made by the Company's Board of Directors in its sole
discretion), regardless of any Deferred Payment Date specified
by such Participant pursuant to the provisions of subparagraph
(b) of Paragraph 3 hereof or any distribution method elected
pursuant to subparagraph (d) below, the balance in his or her
Participant Account, plus, for the period from the first (1st)
day of the calendar year to the date of his or her death or
disability, interest at the Applicable Interest Rate on his or
her Participant Account balance, will be paid to the Participant
or his or her estate in no more than five (5) equal annual
installments.
i) The first installment paid within sixty (60) days of death,
or disability, and
ii) Succeeding installments paid on the anniversary date of his
death or disability with interest at the Applicable
Interest Rate on the unpaid balance.
c) Retirement at age 62 or thereafter.
i) If a Participant retires from the Company at age 62 or
thereafter without having specified a later Deferred
Payment Date as provided in subparagraph (b) of Paragraph 3
hereof, the balance in his or her Participant Account will
be paid in the same manner as on his or her death or
disability as provided in subparagraph (b) above.
ii) If a Participant retires from the Company at age 62 or
thereafter but has specified a later Deferred Payment Date
as provided in subparagraph (b) of Paragraph 3 hereof, the
balance in his or her Participant Account will be paid in
accordance with the distribution method elected by the
Participant pursuant to subparagraph (d) below.
iii) Notwithstanding anything in this Plan to the contrary, any
interest credited to a Participant's account during any
calendar year during which the Participant is retired shall
be paid to such Participant within thirty (30) days after
the end of such calendar year.
d) At least six (6) months before a Participant's Deferred Payment
Date, such Participant shall, by written notice to the Company's
Board of Directors, elect a lump payment upon his or her
Deferred Payment Date or periodic payments, as described below:
i) If a Participant shall have elected to receive a lump
payment, or in the event a Participant shall fail to make
any election as hereinbefore provided, the Participant
shall, on his or her Deferred Payment Date, receive the
dollar value of his or her Participant Account.
ii) If a Participant shall have elected to receive periodic
payments, the Company will, upon his or her Deferred
Payment Date and periodically thereafter for such
additional number of months or years not exceeding 119
months or 9 years as the Participant shall have specified,
pay to the Participant the balance in his Participant
Account, divided by the number of periodic payments which
the Participant shall have specified. Interest at the
Applicable Interest Rate on his or her Participant Account
balance will be paid annually as provided in subparagraph
(c) above.
e) If a Participant has specified a Deferred Payment Date which is
later than the date of his or her retirement from the Company at
age 62 or thereafter, such Participant shall earn interest at
the Applicable Interest Rate on his or her Participant Account
balance until his or her Deferred Payment Date. Interest shall
be paid annually as provided in subparagraph (c) above.
5. Nature of Rights. Participant Accounts shall be used solely as a
device for the measurement and determination of the amounts to be
paid to Participants as provided herein. No Participant Account
shall constitute or be treated as a trust fund of any kind. A
Participant shall be entitled only to receive cash as provided
herein.
6. Rights Not Transferable. No right arising under the Plan shall be
transferable other than by will or the laws of descent and
distribution. Except as expressly authorized above, any attempted
transfer or rights under the Plan shall be null and void, and without
legal effect.
7. Withholding of Taxes. There shall be deducted from each distribution
under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such
government authority for the account of the Participant or other
person entitled to such distribution.
8. No Effect on Retirement Benefits. No Contribution, increase in a
Participant Account or distribution of all or any portion of a
participant Account shall be deemed "compensation" for purposes of
Section 1.01(c) or 1.01(j) of the Company's Retirement Plan or
2.01(j) of the Company's Employee Retirement Savings Plan for its
salaried employees or for purposes of any comparable provision of any
other Company pension or retirement plan hereafter in effect.
9. Termination; Amendment; Interpretation. The Company's Board of
Directors may at any time terminate or amend the Plan as it, in its
sole discretion, shall deem advisable. No termination or amendment
of the Plan may, without the consent of a Participant, adversely
affect the vested rights of such Participant. The Company's Board of
Directors is authorized to interpret in good faith any provision of
the Plan, and such interpretation shall be conclusive and binding on
all parties concerned.