Exhibit 10.1

                                  PLAN DOCUMENT

                              Johnson Outdoors Inc.

                             WORLDWIDE KEY EXECUTIVE
                     PHANTOM SHARE LONG-TERM INCENTIVE PLAN



1.   PURPOSE

The purpose of the Johnson Outdoors Inc. Worldwide Key Executive Phantom Share
Long-Term Incentive Plan (the "Plan") is to promote the best interests of
Johnson Outdoors Inc. (the "Company") by enhancing the ability to attract and
retain key employees of the Company and its subsidiaries who are expected to
make substantial contributions to the Company's long-term growth plans by giving
such key employees an opportunity to receive additional compensation based on
the performance of the Company's Class A common stock ("Common Stock").

2.  EFFECTIVE DATE AND TERM OF PLAN

The Plan shall be effective as of December 16, 2002 and shall remain in effect
until terminated by the Compensation Committee of the Board of Directors (the
"Committee") in accordance with Section 7(a).

3.   ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the terms of the
Plan, the Committee shall have the sole discretion and full power and authority
to: (i) select the key employees to whom awards will be granted under the Plan
(the "Participants"); (ii) establish dollar denominated cash target awards
("cash target award") to serve as the basis for conversion into phantom shares
as contemplated by Section 5; (iii) determine the basis on which awards may be
earned or vest and whether an award is earned or vested; and (iv) adopt such
rules and regulations and make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan. Subject to the express terms of the Plan, all designations,
determinations, interpretations and other decisions with respect to the Plan or
any award shall be made by the Committee in its sole discretion and shall be
final, conclusive and binding on all parties.

4.   PARTICIPANTS

The list of eligible Participants shall initially be limited to the Company's
Chairman and Chief Executive Officer, those Vice Presidents or Presidents who
report to the Chairman and Chief Executive Officer, the Group Vice Presidents
for Motors, Watercraft, OEG,



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and Diving, the President of NA Diving, and the
Vice President of Operations. Other key employees may be selected as
Participants at the sole discretion of the Committee.

5.   AWARDS & VESTING

(a) On an annual basis, a cash target award will be fixed by the Committee for
each Participant. A Participant will earn such cash target award (assuming such
Participant remains employed by the Company or one of its subsidiaries) subject
to the achievement of such performance goals as are selected by the Committee in
its sole discretion. The earned cash target award for a Participant in any year
may be equal to, or less or greater than, the cash target award established by
the Committee for such Participant for that year under the Plan, but under no
circumstance shall such earned cash target award for a Participant be less than
75% or greater than 125% of the cash target award established by the Committee
for such Participant for that year. That portion, if any, of a cash target award
unearned by a Participant in the year the award was granted will be forfeited by
such Participant. In no event shall a Participant be entitled to earn a cash
target award if such Participant does not remain employed by the Company or one
of its subsidiaries through the date on which such award is scheduled to be
earned.

(b) On the date that a cash target award is earned, such earned award shall be
immediately converted into that number of phantom shares (rounded up to the
nearest whole number) equal to (i) the aggregate dollar value of the earned cash
target award divided by (ii) the "fair market value" of one share of Common
Stock on that date. For purposes of the Plan, the term "fair market value" of
one share of Common Stock on any given date shall be the weighted average of the
closing sales prices of the Common Stock during the 90-day trailing trading
period immediately preceding the date of determination, as reported on the
Nasdaq National Market or on such other exchange or market on which shares of
Common Stock are then traded.

(c) The phantom shares held by a Participant will become 100% vested on the
third anniversary of the date on which such phantom shares are issued; provided
that, except as otherwise contemplated by Section 6(f) of the Plan, the
Participant remains continuously employed by the Company or one of its
subsidiaries during that period; and provided further that if the fair market
value of the Common Stock on the date of vesting has declined by more than 25%
as compared with the fair market value on the date the cash target award was
earned, then vesting will be suspended for one year, and if the fair market
value on the fourth anniversary of the date the phantom shares were issued is at
least 75% of the fair market value on the date the cash target award was earned,
then vesting will occur; otherwise the phantom shares will not vest and will be
forfeited. In the event that phantom shares granted under the Plan vest, the
Participant holding such phantom shares shall be entitled to receive, within 30
days of the vesting date and in full satisfaction of the vested phantom shares,
a cash payment equal the product of (i) the number of vested phantom shares
multiplied by (ii) the fair market value of one share of

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Common Stock on the date of vesting; provided, however, that, in determining the
cash payment to be made, the amount, if any, by which the fair market value of
one share of Common Stock on the date of vesting exceeds three times the fair
market value of such share on the date the cash target award was earned shall
not be considered.


6.   GENERAL PROVISIONS

(a) Transferability. Except as otherwise provided by the Committee, no award
subject to the Plan shall be assignable, alienable, saleable or otherwise
transferable by the Participant other than by will or the applicable laws of
descent and distribution.

(b) Phantom Share Agreements. All awards of phantom shares under the Plan shall
be evidenced by written agreements in such form as the Committee shall
determine.

(c) Tax Withholding. The Company shall have the right to deduct and withhold
from any cash otherwise payable to a Participant such amounts as may be required
to satisfy any federal, state, or local withholding taxes, and to take such
other actions as may be required to satisfy such withholding obligations.

(d) Settlement. Subject to the terms of the Plan, the Committee may permit a
Participant to defer all or any portion of a payment under the Plan, including
the crediting of interest on deferred amounts.

(e) Change in Control. Notwithstanding any other provisions of the Plan, in
order to preserve a Participant's rights in the event of a Change in Control (as
defined below) of the Company, the Committee in its discretion may take any
action that it deems to be in the best interest of the Company and the
Participant which could include but is not limited to the following actions: (i)
provide for accelerated vesting of outstanding phantom shares; (ii) adjust the
terms under which an established cash target award shall be earned; (iii) or any
other action that is equitable and in the best interest of the Company. For the
purposes of this Plan, a Change in Control shall be deemed to have occurred if
the Johnson Family (as defined below) shall at any time fail to own stock of the
Company having, in the aggregate, votes sufficient to elect at least fifty-one
percent (51%) majority of the directors of the Company. Johnson Family shall
mean at any time, collectively, Samuel C. Johnson, his wife and their children
and grandchildren, the executor or administrators of the estate or other legal
representative of any such person, all trusts for the benefit of the foregoing
or their heirs or any one or more of them, and all partnerships, corporations,
or other entities directly or indirectly controlled by the foregoing or any one
or more or them.

(f) Termination of Employment.

(i) In the event a Participant's employment with the Company or any of its
subsidiaries is terminated for any reason, except death, retirement (in
accordance with the Company's retirement policies) or total and permanent
disability, all rights relating to unvested phantom shares under the Plan shall
be immediately forfeited.

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(ii) In the event a Participant's employment terminates by reason of death,
retirement or total and permanent disability, any unvested phantom shares shall
vest under normal timing in accordance with the Plan as though the Participant
had remained employed by the Company or one of its subsidiaries, and then be
paid in accordance with the Plan to the Participant or, in the event of a
Participant's death, to the person to whom the phantom shares have been
transferred by will or by the applicable laws of descent and distribution or
otherwise as permitted by the Committee.

7.   MISCELLANEOUS

(a) Plan Amendment. The Committee may at any time amend, alter, suspend,
discontinue or terminate the Plan as it deems necessary or appropriate;
provided, however, that any cash target award established or earned or phantom
share issued under the Plan may not be adversely affected without the consent of
the Participant.

(b) No Right to Employment. No person shall have any claim or right to be
granted a cash target award or phantom shares, and the grant of a cash target
award or phantom shares shall not be construed as giving the Participant the
right to continued employment. The Company expressly reserves the right at any
time to dismiss a Participant free from any liability or claim under the Plan.

(c) Other Company Benefit and Compensation Programs. Except as expressly
determined by the Committee, cash target awards earned or phantom shares issued
under this Plan shall not be deemed as part of the Participant's regular,
recurring compensation for the purposes of calculating payments or benefits from
any Company benefit or severance program (or severance pay law of any country).
The above notwithstanding, the Company may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.

(d) Successors and Assignees. The Plan shall be binding on all successors and
assigns of a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

(e) Adjustment Provisions. In the event of a stock split, stock dividend (other
than a stock dividend declared in lieu of an ordinary cash dividend), spin-off,
merger, consolidation, recapitalization, split-up, combination or exchange of
shares, or similar transaction, the Committee shall have the discretion to make
appropriate adjustments relating to the Plan and awards hereunder that the
Committee deems fair and equitable to both the Company and the Participants.

(f) No Rights of a Shareholder. Phantom shares shall be utilized solely as a
device for ultimately converting an earned and vested award into a cash payment
as provided in the Plan. Neither the establishment of a cash target award, the
earning of a cash target award or the vesting of phantom shares shall be
construed in any way as giving a Participant any interest other than as provided
in the Plan. As such, a Participant shall

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have no rights as a shareholder with respect to the number of phantom shares
covered by any award, whether vested or unvested.

(g) Unfunded Plan. This Plan shall be unfunded, and phantom shares shall not
constitute or be treated as outstanding stock nor as a trust fund of any kind.
All amounts at any time credited to a Participant shall be and remain the sole
property of the Company and its subsidiaries, and the Participant shall have no
ownership rights with respect thereto. Participants shall have the status of
general unsecured creditors of the Company and its subsidiaries and the Plan
constitutes a mere promise by the Company and its subsidiaries to make payments
in the future if such payments become due under the Plan guidelines.

(h) Governing Law. The validity, construction and effect of the Plan and any
actions taken under or relating to the Plan shall be determined in accordance
with laws of the State of Wisconsin and applicable federal law.