ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
2009 Incentive Compensation Program
On December 22, 2008, the Compensation Committee of the Board of Directors of
LaCrosse Footwear, Inc. (the "Company") approved the Company's 2009 incentive
compensation program (the "Incentive Program"). Executive officers and other
non-union employees who meet certain conditions will be eligible to participate
in the Incentive Program. The Incentive Program provides for payment of
incentive compensation equal to a percentage of the employee's pro-rated base
salary and overtime earnings for exempt employees. If Company annual financial
goals are met, the employee will receive 100% of target incentive compensation.
The percentage of earnings that is paid as incentive compensation increases in
the event the Company achieves greater than 100% of its annual financial goals
and is conversely lower in the event that the Company achieves less than 100% of
such annual goals. The Incentive Program is based on minimum threshold levels
for net sales growth and operating profit. In addition, if the operating profit
minimum threshold is not met, there can be no incentive payment. The Incentive
Program description as distributed to the Company's non-union employees is
included as Exhibit 10.1 to this Current Report and is incorporated herein by
reference. The foregoing description of the Incentive Program does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
2009 Compensation of Executive Officers
On December 22, 2008, the Compensation Committee of the Company's Board of
Directors approved the 2009 salary, incentive compensation and equity
compensation for the Company's named executive officers.
The annual base salary of Joseph P. Schneider, the Company's President and Chief
Executive Officer, will remain unchanged from 2008 at $440,000. Mr. Schneider
will be eligible to receive additional compensation under the Incentive Program
described in the first paragraph of this Current Report. If 100% of the
Incentive Program goals are achieved, Mr. Schneider will be eligible to receive
incentive compensation equal to 100% of his 2009 annual base salary. Effective
January 2, 2009, Mr. Schneider will be awarded a stock option for 20,250 shares
of the Company's common stock at an exercise price equal to the closing price of
the Company's common stock on January 2, 2009.
The annual base salary of David P. Carlson, the Company's Executive Vice
President and Chief Financial Officer, will remain unchanged from 2008 at
$308,000. Mr. Carlson will be eligible to receive additional compensation under
the Incentive Program described in the first paragraph of this Current Report.
If 100% of the Incentive Program goals are achieved, Mr. Carlson will be
eligible to receive incentive compensation equal to 70% of his 2009 annual base
salary. Effective January 2, 2009, Mr. Carlson will be awarded a stock option
for 15,000 shares of the Company's common stock at an exercise price equal to
the closing price of the Company's common stock on January 2, 2009.
The annual base salary of Robert G. Rinehart, Jr., the Company's Vice President
of Product Development, will remain unchanged from 2008 at $200,000.
Mr. Rinehart will be eligible to receive additional compensation under the
Incentive Program described in the first paragraph of this Current Report. If
100% of the Incentive Program goals are achieved, Mr. Rinehart will be eligible
to receive incentive compensation equal to 40% of his 2009 annual base salary.
Effective January 2, 2009, Mr. Rinehart will be awarded a stock option for 3,000
shares of the Company's common stock at an exercise price equal to the closing
price of the Company's common stock on January 2, 2009.
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The annual base salary of C. Kirk Layton, the Company's Vice President of
Finance & Corporate Controller, will remain unchanged from 2008 at $175,000.
Mr. Layton will be eligible to receive additional compensation under the
Incentive Program described in the first paragraph of this Current Report. If
100% of the Incentive Program goals are achieved, Mr. Layton will be eligible to
receive incentive compensation equal to 35% of his 2009 annual base salary.
Effective January 2, 2009, Mr. Layton will be awarded a stock option for 3,000
shares of the Company's common stock at an exercise price equal to the closing
price of the Company's common stock on January 2, 2009.
The annual base salary of J. Gary Rebello, the Company's Vice President of Human
Resources, will remain unchanged from 2008 at $168,000. Mr. Rebello will be
eligible to receive additional compensation under the Incentive Program
described in the first paragraph of this Current Report. If 100% of the
Incentive Program goals are achieved, Mr. Rebello will be eligible to receive
incentive compensation equal to 35% of his 2009 annual base salary. Effective
January 2, 2009, Mr. Rebello will be awarded a stock option for 2,500 shares of
the Company's common stock at an exercise price equal to the closing price of
the Company's common stock on January 2, 2009.
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