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                                                                    Exhibit 10.1


                              FLORSHEIM GROUP INC.
                             1994 STOCK OPTION PLAN
                 (As Amended and Restated as of January 9, 2001)


1. Objectives of the Plan.

                  Florsheim Group Inc. 1994 Stock Option Plan (the "Plan") of
Florsheim Group Inc. (the "Corporation") is intended to encourage and provide
opportunities for ownership of the Corporation's Common Stock by (i) key
employees (including officers) of the Corporation and any subsidiaries of the
Corporation; (ii) certain consultants and advisors who perform services for the
Corporation and any subsidiaries of the Corporation; and (iii) non-employee
members of the Board of Directors of the Corporation (the "Board"). The Plan is
also intended to provide incentives for such individuals to put forth maximum
efforts for the successful operation of the Corporation and its subsidiaries. By
extending to such individuals the opportunity to acquire proprietary interests
in the Corporation and to participate in its success, the Plan may be expected
to benefit the Corporation and its shareholders by making it possible for the
Corporation and its subsidiaries to attract and retain the best available talent
and by providing such individuals with added incentives to increase the value of
the Corporation's stock.

2. Stock Subject to the Plan.

                  There are reserved for issue under the Plan 2,000,000 shares
of the Common Stock, without nominal or par value, of the Corporation (the
"Shares"). Such Shares may be, in whole or in part, as the Board shall from time
to time determine, authorized but unissued Shares, or issued Shares which shall
have been reacquired by the Corporation. The maximum number of Shares with
respect to which options may be granted to any individual during any calendar
year is 300,000 and the maximum number of Shares with respect to which options
may be granted to any individual during the term of the Plan is 500,000.

3. Administration.

                  Subject to the express provisions of the Plan, the Plan shall
be administered by the Executive Compensation and Stock Option Committee of the
Board (the "Committee"), and the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, options, if any, shall be granted, the type of option to be granted
(e.g., incentive or nonqualified) and the number of Shares to be subject to an
option. Subject to the express provisions of the Plan, the Committee shall also
have plenary authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations regarding it, and to take whatever action is necessary to
carry out the purposes of the Plan. The Committee's determinations on matters
referred to in this Section 3 shall be conclusive.

4. The Committee.

                  The Committee shall consist of two or more members of the
Board. The Committee shall be appointed by the Board, which may from time to
time designate the number to serve on the Committee, appoint members of the
Committee in substitution for members previously appointed and fill vacancies,
however caused, in the Committee. No member of the Board while a member of the
Committee shall be eligible to receive an option under the Plan.

                  The Committee shall elect one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine. A
majority of the members shall constitute a quorum. Any determination reduced to
writing and signed by all the members of the Committee shall be fully as
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary, shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.



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5. Eligibility.

                  Options may be granted to key employees (which term as used
herein includes officers) of the Corporation and of its subsidiary corporations
(the "subsidiaries") as the term "subsidiary corporation" is defined in Section
424(f) of the Internal Revenue Code of 1986, as amended, (the "Code") and
non-employee members of the Board. Consultants and advisors who perform services
for the Corporation or any of its subsidiaries shall be eligible to participate
in the Plan provided such individuals render bona fide services to the
Corporation or its subsidiaries, the services are not in connection with the
offer and sale of securities in a capital-raising transaction, and such
individuals do not directly or indirectly promote or maintain a market for the
Corporation's securities.

                  For the purposes of the Plan the term "employee" shall be an
individual with an "employment relationship" as defined in Section 421 (Treasury
Regulation Section 1.421-7(h)) of the Code. Nothing contained in the Plan shall
be construed to limit the right of the Corporation to grant options otherwise
than under the Plan in connection with (i) the employment of any person, (ii)
the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of another corporation, firm or association, including grants
to employees thereof who become employees of the Corporation or a subsidiary, or
(iii) other proper corporate purposes.

6. Nonqualified Stock Options.

                  Unless it is designated an incentive stock option by the
Committee, any option granted under the Plan shall be nonqualified and shall be
in such form as the Committee may from time to time approve. Any such
nonqualified stock option shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall deem desirable:

         (a) Option Price. The option price of Shares purchasable under an
option shall be determined by the Committee in accordance with procedures
established by the Committee.

         (b) Option Period. The term of an option shall be fixed by the
Committee, but no option shall be exercisable after the expiration of ten years
from the date the option is granted.

         (c) Exercisability. Options shall be exercisable at such time or times
as determined by the Committee at or subsequent to grant; provided, however,
that except as provided in Subsections (f), (g) and (h) of this Section 6, no
option may be exercised at any time unless the holder is employed by, or
providing service to the Corporation or a subsidiary as an employee, a
consultant, an advisor, or a non-employee member of the Board and has
continuously been employed by, or provided service to the Corporation or a
subsidiary at all times since the date of granting of the option. If any option
granted under the Plan shall expire or terminate for any reason without ever
having been exercised in full, the unissued shares subject thereto shall again
be available for the purposes of the Plan. The proceeds of the sale of Shares
subject to options are to be added to the general funds of the Corporation.

         (d) Method of Exercise. Options which are exercisable may be exercised
in whole or in part at any time during the option period, by completing and
delivering to the Corporation an option exercise form provided by the
Corporation specifying the number of Shares to be purchased. Such form shall be
accompanied by payment in full of the option price (w) in cash, (x) with
approval of the Committee, by delivering Shares owned by the optionee (including
Shares acquired in connection with the exercise of an option, subject to such
restrictions as the Committee deems appropriate) and having a fair market value
on the date of exercise equal to the option price or by attestation (on a form
prescribed by the Committee) to ownership of Shares having a fair market value
on the date of exercise equal to the option price, (y) payment through a broker
in accordance with procedures permitted by Regulation T of the Federal Reserve
Board, or (z) by such other method as the Committee may approve. Shares used to
exercise an option shall have been held by the optionee for the requisite period
of time to avoid adverse accounting consequences to the Corporation with respect
to the option. No Shares shall be issued until full payment therefor has been
made.


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         (e) Nontransferability of Options. No option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution,
and such options shall be exercisable, during the optionee's lifetime, only by
the optionee. Notwithstanding the foregoing, the Committee may provide, in a
grant instrument, that an optionee may transfer nonqualified stock options to
family members, or one or more trusts or other entities for the benefit of or
owned by family members, consistent with applicable securities laws, according
to such terms as the Committee may determine; provided that the optionee
receives no consideration for the transfer of an option and the transferred
option shall continue to be subject to the same terms and conditions as were
applicable to the option immediately before the transfer.

         (f) Termination by Reason of Death. If an optionee dies while employed
by or providing service for the Corporation or any subsidiary, as to those
Shares with respect to which the option had become exercisable (under the
provisions of the particular option) on the date of death, the stock option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the optionee under the will of the optionee, during a period of six
months from the date of such death or until the expiration of the stated period
of the option, whichever period is shorter.

         (g) Termination by Reason of Retirement or Permanent Disability. If an
optionee ceases to be employed by, or provide service to the Corporation or any
subsidiary because the optionee retires or is permanently disabled, as to those
Shares with respect to which the option had become exercisable (under the
provisions of the particular option) on the date of termination, any stock
option held by such optionee may thereafter be exercised during a period of
three months from the date of such termination or the expiration of the stated
period of the option, whichever period is shorter; provided, however, that if
the optionee dies within such three-month period, any unexercised stock option
held by such optionee shall thereafter be exercisable, to the extent to which it
was exercisable at the time of death, for a period of six months from the date
of such death or for the stated period of the option, whichever period is
shorter.

         (h) Termination for Cause. If an optionee ceases to be employed by, or
provide services to the Corporation or any such subsidiary on account of a
termination for Cause by the Corporation or any such subsidiary, any option held
by the optionee shall terminate as of the date the optionee ceases to be
employed by, or provide services to the Corporation or any such subsidiary. In
addition, notwithstanding any other provisions of this Section 6, if the
Committee determines that the optionee has engaged in conduct that constitutes
Cause at any time while the optionee is employed by, or providing services to
the Corporation or any such subsidiary or after the optionee ceases to be
employed by, or provide services to the Corporation or a subsidiary, any option
held by the optionee shall immediately terminate, and the optionee shall
automatically forfeit all Shares underlying any exercised portion of an option
for which the Corporation has not yet delivered the share certificates, upon
refund by the Corporation of the option price paid by the optionee for such
shares. Upon any exercise of an option, the Corporation may withhold delivery of
share certificates pending resolution of an inquiry that could lead to a finding
resulting in a forfeiture. For purposes of the Plan, "Cause" shall mean, except
to the extent specified otherwise by the Committee, a finding by the Committee
that the optionee (i) has breached his or her employment or service contract
with the Corporation or subsidiary, (ii) has engaged in disloyalty to the
Corporation or any subsidiary, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty, (iii) has
disclosed trade secrets or confidential information of the Corporation or any
subsidiary to persons not entitled to receive such information, (iv) has
breached any written noncompetition or nonsolicitation agreement between the
optionee and the Corporation or any subsidiary or (v) has engaged in such other
behavior detrimental to the interests of the Corporation or any subsidiary as
the Committee determines. This Section 6(h) shall only apply to options granted
on or after January 9, 2001.

         (i) Other Termination. If an optionee ceases to be employed by, or
provide service to the Corporation or a subsidiary for any reason other than
death, permanent disability, retirement, or Cause, as to those Shares with
respect to which the option had become exercisable (under the provisions of the
particular option) on the date of termination, any option held by such optionee
may thereafter be exercised during a period of one month from the date of such
termination or the expiration of the stated period of the option, whichever
period is shorter; provided, however, that if the optionee dies within such
one-month period, any unexercised option held by such optionee shall thereafter
be exercisable, to the extent to which it was exercisable at the time of death,
for a period of six months from the date of such death or for the stated period
of the option, whichever period is shorter.
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         (j) Option Buyout. The Committee may at any time offer to repurchase an
option, other than an option which has been held for less than six months by an
optionee who is subject to Section 16(b) of the Securities Exchange Act of 1934
(the "1934 Act"), based on such terms and conditions as the Committee shall
establish and communicate to the optionee at the time that such offer is made.


7. Incentive Stock Options.

                  Any option granted to an employee under the Plan shall, at the
discretion of the Committee, qualify as an incentive stock option as defined in
Section 422(b) of the Code and shall be in such form as the Committee may from
time to time approve. Any such incentive stock option shall be subject to the
following terms and conditions in addition to those set forth in Section 6 and
shall contain such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable.

         (a) Eligibility. Incentive stock options may be granted only to
employees of the Corporation or a subsidiary. Incentive stock options shall not
be granted to any individual who, at the time the option is granted, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or its parent corporation (as the term
"parent corporation" is defined in Section 424(e) of the Code) or its
subsidiaries (a "Ten Percent Shareholder") unless: 1) the option price is at
least 110% of the fair market value of the Shares subject to the option, and 2)
the option states that it is not exercisable after the expiration of five years
from the date the option is granted. Incentive stock options shall not be
granted to a person who is not a Ten Percent Shareholder unless the option price
is at least 100% of the fair market value of the Shares subject to the option on
the date the option is granted.

         (b) Limitation on Exercise of Options. The maximum aggregate fair
market value (determined at the time an option is granted) of the Shares with
respect to which incentive stock options are exercisable for the first time by
any optionee during any calendar year (under all plans of the Corporation and
its parent corporation and subsidiaries) shall not exceed $100,000. If the
foregoing $100,000 limit is exceeded with respect to an incentive stock option
on account of the acceleration of the exercise of the option pursuant to Section
8 of the Plan, the portion of the incentive stock option in excess of the
$100,000 limit shall be treated as a nonqualified stock option. If the
provisions of this Section limit the exercisability of certain incentive stock
options which would otherwise become exercisable on account of termination of
employment, the Committee, in its sole discretion, shall determine the times at
which such incentive stock options become exercisable so that the provisions of
this Section 7(b) are not violated; provided, that in no event shall any
incentive stock option be exercisable more than ten years from the date it is
granted (five years in the case of incentive stock options granted to Ten
Percent Shareholders (described in Section 7(a)).

8. Grants to Non-Exempt Employees.

                  Notwithstanding the foregoing, options granted to persons who
are non-exempt employees under the Fair Labor Standards Act of 1938, as amended,
shall have an option price not less than 85% of the fair market value of the
Shares subject to the option on the date of grant, and may not be exercisable
for at least six months after the date of grant (except that such options may
become exercisable, as determined by the Committee, upon the grantee's death,
disability, or retirement, or upon a Change of Control, as defined below, or
other circumstances permitted by the applicable regulations).

9. Adjustment Upon Changes in Capitalization, Etc.

                  The aggregate number and class of shares reserved under the
Plan and with respect to which options may be granted to any individual, the
number and class of shares subject to each option granted pursuant to the Plan
and the option price per Share payable under each such option shall be

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appropriately and equitably adjusted in the event of: any reclassification or
increase or decrease in the number of the issued Shares of the Corporation by
reason of a split-up or consolidation of Shares; the payment of a stock
dividend; a recapitalization; a combination or exchange of Shares; a spin-off;
or any like capital adjustment.

                  Subject to the next paragraph, if the Corporation shall be
reorganized or shall be merged with or into or consolidated with any other
corporation, or shall sell all or substantially all of its assets or effect a
complete liquidation, each option, if any, then outstanding under the Plan,
shall thereafter apply to such number and kind of securities, cash or other
property as would have been issuable by reason of such reorganization, merger,
consolidation, sale or liquidation to a holder of the number of Shares which
were subject to the option, if any, immediately prior to such transaction.

                  In the event of a proposed transaction of the type set forth
in the preceding paragraph, the Committee may determine that each option then
outstanding under the Plan, shall terminate as of a date to be fixed by the
Committee and approved by the Board upon not less than thirty days' written
notice to the optionee; and may further determine when and to the extent that,
any option granted at least six months prior to such event to any optionee who
has been an employee, a consultant, an advisor, or a non-employee member of the
Board for one year or more prior to the date of such notice, shall be
accelerated and such optionee shall be entitled to exercise such option without
regard to any installment provision of the option prior to the termination date
fixed in said notice; provided, however, that in no event shall the Committee
have the right to make any determination provided for in this paragraph, if
doing so would make any transaction ineligible for pooling of interest
accounting treatment under APB No. 16 or any successor provision that but for
such determination would be eligible for such treatment.

                  All adjustments under this Section 9 shall be made by the
Committee, subject to the approval of the Board, which action shall be final and
conclusive.

                  Anything to the contrary notwithstanding, upon a Change of
Control (as hereinafter defined) and, in the case of options granted on or after
March 15, 1996, subsequent termination of an optionee's employment by the
Corporation or by the optionee as a result of a material breach by the
Corporation of any employment agreement between the optionee and the
Corporation, each option granted prior to such Change of Control shall become
immediately exercisable in full. As used herein, "Change of Control" shall mean
any of the following events:

         (a) The acquisition (other than (i) from the Corporation or (ii) by
Apollo (as herein defined) or Artemis (as hereinafter defined)) by any person,
entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the
1934 Act, excluding, for this purpose, the Corporation or its subsidiaries, or
any employee benefit plan of the Corporation or its subsidiaries, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
20% or more of either the then outstanding Shares or the combined voting power
of the Corporation's then outstanding voting securities entitled to vote
generally in the election of directors if the beneficial ownership of such
person, entity or "group" exceeds the beneficial ownership of Shares and the
combined voting power of the Corporation's then outstanding securities entitled
to vote generally in the election of directors held by any person or entity that
acquired such Shares or securities having such voting power from the Corporation
and by both Apollo and Artemis; or

         (b) Individuals who, as of the first anniversary of the Effective Date
(as defined in Section 13), constitute the Board (as of such date, the
"Incumbent Board"), cease for any reason to constitute at least a majority of
the Board; provided, that any person becoming a director subsequent to the first
anniversary of the Effective Date whose election, or nomination for election by
the Corporation's stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Corporation, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be considered as though
such person were a member of the Incumbent Board; or

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         (c) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Corporation immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own,
directly or indirectly, more than 50% of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or a liquidation or
dissolution of the Corporation or the sale of all or substantially all of the
assets of the Corporation, in each case, unless the transaction was approved by
a majority of the directors then comprising the Incumbent Board.

                  For purposes of the definition of "Change of Control", the
term "Apollo" shall mean Apollo Advisors, L.P. and any entity that controls, is
controlled by or is under common control with Apollo Advisors, L.P., including
accounts under common management. For purposes of the definition of "Change of
Control", the term "Artemis" shall mean Artemis America Partnership and any
entity that controls, is controlled by or is under common control with Artemis
America Partnership including accounts under common management.

10. Amendments and Termination.

                  The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would impair the
rights of an optionee under an option without the optionee's consent, or which
without the approval of the stockholders would, except as is provided in Section
9, increase the total number of Shares reserved for the purpose of the Plan,
change the employees or class of employees eligible to participate in the Plan,
or extend the maximum option period under Section 6(b).

                  The Committee may amend the terms of any option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any optionee without the consent of the optionee. The Committee may
also substitute new options for previously granted options, including
substitution for previously granted options having higher option prices.

11. General Provisions.

         (a) The Committee may require each person purchasing Shares pursuant to
an option under the Plan to represent to and agree with the Corporation in
writing that the optionee is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

         (b) All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

         (c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

12. Taxes.

                  Following exercise of an option, the optionee shall, no later
than the date as of which an amount related to the option exercise first becomes
includable in the gross income of the optionee for federal, state or local tax
purposes, pay to the Corporation, or make arrangements satisfactory to the
Corporation regarding payment of, any federal, state, or local taxes of any kind
required by law to be withheld with respect to such amount and the Corporation
and its subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
optionee.
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13. Effective Date of Plan.

                  The Plan became effective on October 19, 1994 the date it was
adopted by the Board and by the Corporation's then sole stockholder (the
"Effective Date"). The Plan as amended and restated shall be effective as of
January 9, 2001, the date as of which it is adopted by the Board, subject to
stockholder approval.

14. Term of Plan.

                  No option shall be granted pursuant to the Plan more than 10
years after the Effective Date, but options theretofore granted may extend
beyond and be exercised after that date.