On June 5, 2009, the Board of Directors of Rocky Brands, Inc. (the "Company") authorized and declared a dividend of one preferred stock purchase right (a "Right") for each common share, no par value, of the Company (the "Common Shares"), and, in connection therewith on June 11, 2009, the Company entered into a Rights Agreement (the "Rights Agreement") with Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"). The dividend is payable on June 22, 2009 (the "Record Date") to the holders of record of Common Shares as of the close of business on such date. The following is a description of the material provisions of the Rights and the Rights Agreement. It is intended to provide a general description only and is qualified in its entirety:

1. Common Share Certificates Representing Rights

Until the Distribution Date (as defined in Section 2 below): (a) the Rights shall not be exercisable, (b) the Rights shall be attached to and trade only together with the Common Shares, and (c) the stock certificates representing Common Shares shall also represent the Rights attached to such Common Shares. Common Share certificates issued after the Record Date and prior to the Distribution Date shall contain a notation incorporating the Rights Agreement by reference.

2. Distribution Date

The "Distribution Date" is the earliest of: (a) the tenth business day following the date of the first public announcement that any person (other than the Company or certain related entities, and with certain additional exceptions) has become the beneficial owner of 20% or more of the then outstanding Common Shares (such person is a "20% Shareholder" and the date of such public announcement is the "20% Ownership Date"), (b) the tenth business day (or such later day as shall be designated by the Board of Directors) following the date of the commencement of, or the announcement of an intention to make, a tender offer or exchange offer, the consummation of which would cause any person to become a 20% Shareholder, or (c) the first date, on or after the 20% Ownership Date, upon which the Company is acquired in a merger or other business combination in which the Company is not the surviving corporation or in which the outstanding Common Shares are changed into or exchanged for stock or assets of another person, or upon which 50% or more of the Company's consolidated assets or earning power are sold (other than in transactions in the ordinary course of business). In calculating the percentage of outstanding Common Shares that are beneficially owned by any person, such person shall be deemed to beneficially own any Common Shares issuable upon the exercise, exchange or conversion of any options, warrants or other securities beneficially owned by such person; provided, however, that such Common Shares issuable upon such exercise shall not be deemed outstanding for the purpose of calculating the percentage of Common Shares that are beneficially owned by any other person. Notwithstanding the foregoing, no person shall be deemed a "20% Shareholder" until such person becomes the beneficial owner of a percentage of the then outstanding Common Shares that is at least 1% more than the percentage of the outstanding Common Shares beneficially owned by such person on June 11, 2009. In addition, if, after June 11, 2009, any person becomes the beneficial owner of at least 20% of the then outstanding Common Shares as a result of any decrease in the number of outstanding Common Shares resulting from any stock repurchase plan or self tender offer of the Company, then such person shall not be deemed a "20% Shareholder" until such person thereafter acquires beneficial ownership of, in the aggregate, a number of additional Common Shares equal to 1% or more of the then outstanding Common Shares.

Upon the close of business on the Distribution Date, the Rights shall separate from the Common Shares, Right certificates shall be issued and the Rights shall become exercisable to purchase Preferred Shares as described in Section 5 below.

3. Issuance of Right Certificates

As soon as practicable following the Distribution Date, separate certificates representing only Rights shall be mailed to the holders of record of Common Shares as of the close of business on the Distribution Date, and such separate Right certificates alone shall represent such Rights from and after the Distribution Date.

4. Expiration of Rights

The Rights shall expire on June 11, 2012, unless earlier redeemed or exchanged, unless the Distribution Date has previously occurred and the Rights have separated from the Common Shares, in which case the Rights will remain outstanding for three years.

5. Exercise of Rights

Unless the Rights have expired or been redeemed or exchanged, they may be exercised, at the option of the holders, pursuant to paragraphs (a), (b), or (c) below. No Right may be exercised more than once or pursuant to more than one of such paragraphs. From and after the first event of the type described in paragraphs (b) or (c) below, each Right that is beneficially owned by a 20% Shareholder or that was attached to a Common Share that is subject to an option beneficially owned by a 20% Shareholder shall be void.

(a) Right to Purchase Preferred Shares.

From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-hundredth of a share of Series B Junior Participating Cumulative Preferred Stock, no par value, of the Company (the "Preferred Shares"), at an exercise price of $16.00 (sixteen dollars) (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock, whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon the exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, the greater of (i) a preferential annual dividend of $1.00 per Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii) cash and non-cash dividends in an amount equal to 100 times the dividends declared on each Common Share. In the event of liquidation, the holders of Preferred Shares shall be entitled to receive a liquidation payment in an amount equal to the greater of (1) $1.00 per . . .

The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" of this Form 8-K is incorporated herein by reference.

On June 11, 2009, the Company issued a press release announcing, among other things, the execution of the Rights Agreement. A copy of the press release is furnished as Exhibit 99.1.

The information in this Item 7.01 of Form 8-K, including the Exhibit 99.1 attached hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

(d) Exhibits.

Exhibit No.                        Description

    4.1       Rights Agreement, dated as of June 11, 2009, by and
              between the Company and Computershare Trust Company,
              N.A., as Rights Agent, and which includes as Exhibit A
              thereto Section (E) of Article Fourth of the Second
              Amended and Restated Articles of Incorporation, as
              Exhibit B thereto the Form of Right Certificate and as
              Exhibit C thereto the Summary of Rights, filed as
              Exhibit 4.1 to the Company's Form 8-A filed with the
              Securities and Exchange Commission on June 15, 2009,
              and incorporated herein by reference.

   99.1*      Press Release issued by the Company, dated June 11,
              2009.