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                                                                   EXHIBIT 10.06

                             LACROSSE FOOTWEAR, INC.
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
                             AS AMENDED AND RESTATED

SECTION 1. ESTABLISHMENT

      LACROSSE FOOTWEAR, INC. (the "Company") hereby establishes a stock option
plan for non-employee directors, as described herein, which shall be known as
the "LACROSSE FOOTWEAR, INC. 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, as
AMENDED AND RESTATED" (the "Plan"). It is intended that only nonstatutory stock
options may be granted under the Plan.

SECTION 2. PURPOSE

      The purpose of the Plan is to promote the long-term growth and financial
success of the Company. The Plan is intended to secure for the Company and its
shareholders the benefits of the long-term incentives inherent in increased
common stock ownership by members of the Board who are not employees of the
Company or its Affiliates. It is intended that the Plan will induce and
encourage highly experienced and qualified individuals to serve on the Board and
assist the Company in promoting a greater identity of interest between the
Non-employee Directors and the shareholders of the Company.

SECTION 3. DEFINITIONS

      The following terms shall have the respective meanings set forth below,
unless the context otherwise requires:

      (a) "Affiliate" shall mean any corporation, partnership, joint venture, or
other entity in which the Company holds an equity, profit, or voting interest of
more than fifty percent (50%).

      (b) "Board" shall mean the Board of Directors of the Company.

      (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

      (e) "Fair Market Value per Share" shall mean for any day the average of
the high and low sales prices for a Share in the over-the-counter market, as
reported by the Nasdaq Stock Market on the business day immediately preceding
such day, or, if there were no trades of Shares on such business day, on the
most recent preceding business day on which there were trades. If Shares are not
listed or admitted to trading on the Nasdaq Stock Market when the determination
of fair market value is to be made, Fair Market Value per Share shall be the
mean between the highest and lowest reported sales prices of Shares on that date
on the principal exchange on which the Shares are then listed. If the Shares are
not listed on any national exchange, Fair

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Market Value per Share shall be the amount determined in good faith by the Board
to be the fair market value of a Share at the relevant time.

      (f) "Non-employee Director" shall mean a member of the Board who is not an
employee of the Company or any Affiliate.

      (g) "Shares" shall mean shares of common stock of the Company, $.01 par
value per share, and such other securities or property as may become subject to
Options pursuant to an adjustment made under Section 11 of the Plan.

SECTION 4. EFFECTIVE DATE OF THE PLAN

      The effective date of the Plan is the date of its adoption by the Board,
December 11, 2000, subject to the approval and ratification of the Plan by the
shareholders of the Company, and any and all awards made under the Plan prior to
such approval shall be subject to such approval.

SECTION 5. SHARES AVAILABLE FOR OPTIONS

      Subject to adjustment in accordance with the provisions of Section 11, the
number of Shares which may be issued pursuant to the Plan shall not exceed
100,000. Such Shares may be authorized and unissued Shares or treasury shares.
If, after the effective date of the Plan, any Options terminate, expire or are
canceled prior to the delivery of all of the Shares issuable thereunder, then
the number of Shares counted against the number of Shares available under the
Plan in connection with the grant of such Option, to the extent of any such
termination, expiration or cancellation, shall again be available for the
granting of additional Options under the Plan. If the exercise price of any
Option granted under the Plan is satisfied by tendering Shares (by either actual
delivery or by attestation), only the number of Shares issued net of the Shares
tendered shall be deemed delivered for purposes of determining the maximum
number of Shares available for delivery under the Plan.

SECTION 6.  PLAN OPERATION

      (a) Formula Plan. The Plan is intended to meet the "formula" plan
requirements of Rule 16b-3 (or any successor provision thereto), as interpreted,
adopted under the Exchange Act and accordingly is intended to be self-governing.

      (b) Administration. The Plan shall be administered by the Board. The Board
may, by resolution, delegate part or all of its administrative powers with
respect to the Plan. The Board shall have all of the powers vested in it by the
terms of the Plan, such powers to include the authority, within the limits
prescribed herein, to establish the form of the agreement embodying grants of
Options made under the Plan. The Board shall, subject to the provisions of the
Plan, have the power to construe the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable, such administrative
decisions of the Board to be final and conclusive. Except to the extent
prohibited by applicable law, the Board may authorize any one or more of their
number or the

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Secretary or any other officer of the Company to execute and deliver documents
on behalf of the Board.

SECTION 7. NONSTATUTORY STOCK OPTION AWARDS TO NON-EMPLOYEE DIRECTORS

      (a) Eligibility. Non-employee Directors shall automatically be granted
Options under the Plan in the manner set forth in this Section 7 for no cash
consideration. A Non-employee Director may hold more than one Option under the
Plan in his or her capacity as a Non-employee Director of the Company, but only
on the terms and subject to the conditions set forth herein. All options granted
to Non-employee Directors pursuant to the Plan shall be nonstatutory stock
options which do not qualify for special tax treatment under Code Sections 421
or 422.

      (b) Grants.

      (i) Initial Grant. Any person who first becomes a new Non-Employee
Director after January 1, 2004, but prior to January 1, 2005, shall be granted
an option (an "Option") to purchase three thousand (3,000) Shares under the Plan
upon the latter of first becoming a Non-Employee Director or May 4, 2004. Any
person who first becomes a new Non-Employee Director on or after January 1, 2005
shall be granted an Option to purchase five thousand (5,000) Shares under the
Plan upon first becoming a Non-Employee Director.

      (ii) Annual Grants. On the first business day of January in each of 2001,
2002, 2003 and 2004, each Non Employee Director at such time shall be granted an
Option to purchase three thousand (3,000) Shares under the Plan. On the first
business day of January 2005 and on the first business day of January in each
calendar year thereafter so long as the Plan remains in effect and a sufficient
number of Shares are available under the Plan, each Non employee Director at
such time shall be granted an Option to purchase five thousand (5,000) Shares
under the Plan.

      (iii) Terms. The price per Share of the Company's common stock which may
be purchased upon exercise of an Option shall be one hundred percent (100%) of
the Fair Market Value per Share on the date the Option is granted. Such exercise
price shall be subject to adjustment as provided in Section 11 hereof. The term
of each Option granted to a Non employee Director shall be for ten (10) years
from the date of grant, unless terminated earlier pursuant to the provisions of
Section 9 hereof.

      (c) Option Agreement. Each Option granted under the Plan shall be
evidenced by a written agreement in such form as the Board shall from time to
time adopt. Each agreement shall be subject to, and incorporate, by reference or
otherwise, the applicable terms of the Plan.

      (d) Option Period. No Option shall be granted under the Plan after the
tenth anniversary of the effective date of the Plan. However, the term of any
Option theretofore granted may extend beyond such date. Options shall
automatically be granted to Non-employee Directors under the Plan only for so
long as the Plan remains in effect and a sufficient number of Shares are
available hereunder for the granting of such Options.

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      (e) Vesting. Except as otherwise provided in Section 9 hereof, an Option
cannot be exercised prior to the first anniversary of the date of grant and
thereafter may only be exercised with respect to twenty percent (20%) of the
Option Shares on and after the first anniversary of the date of grant, with
respect to forty percent (40%) of the Option Shares on a cumulative basis on and
after the second anniversary of the date of grant, with respect to sixty percent
(60%) of the Option Shares on a cumulative basis on and after the third
anniversary of the date of grant, with respect to eighty percent (80%) of the
Option Shares on a cumulative basis on and after the fourth anniversary of the
date of grant and in full on and after the fifth anniversary of the date of
grant.

SECTION 8. EXERCISE OF OPTION

      An Option may be exercised, subject to limitations on its exercise and the
provisions of Section 9, from time to time, only by (i) providing written notice
of intent to exercise the Option with respect to a specified number of Shares;
and (ii) payment in full to the Company of the exercise price at the time the
Option is exercised (except that, in the case of an exercise under paragraph
(iii) below, payment may be made as soon as practicable after the exercise).
Payment of the exercise price may be made:

      (i) in cash or by certified check,

      (ii) by delivery to the Company of Shares which shall have been owned for
at least six (6) months and have a Fair Market Value per Share on the date of
surrender equal to the exercise price, or

      (iii) by delivery (including by fax) to the Company or its designated
agent of a properly executed exercise notice together with irrevocable
instructions to a broker to sell or margin a sufficient portion of the Option
Shares and promptly deliver to the Company the sale or margin loan proceeds
required to pay the exercise price.

SECTION 9. EFFECT OF TERMINATION OF MEMBERSHIP ON THE BOARD

      The right to exercise an Option granted to a Non-employee Director shall
be limited as follows, provided the actual date of exercise is in no event after
the expiration of the term of the Option:

      (a) If a Non-employee Director ceases being a director of the Company for
any reason other than the reason identified in subparagraph (b) of this Section
9, the Options become immediately exercisable upon such date of termination and
the Non-employee Director shall have the right to exercise the Options within
twenty-four (24) months after such termination without regard to the vesting
restrictions of Section 7(e), subject to the condition that no Option shall be
exercisable after the expiration of the term of the Option; and

      (b) If a Non-employee Director ceases being a director of the Company due
to the director's voluntary decision to resign or voluntary decision not to
stand for reelection to the Board, in either case prior to reaching age 70, the
Non-employee Director may exercise the

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Options, to the extent they were exercisable at the time of termination, for a
period of three (3) months after such termination of service, but in no event
beyond the expiration of the term of the Options.

SECTION 10. TRANSFERABILITY OF OPTIONS

      The Options and rights under the Options are not assignable, alienable,
saleable or transferable by a Non-employee Director otherwise than by will or by
the laws of descent and distribution, and may be exercised during the lifetime
of the Non-employee Director only by such individual or, if permissible under
applicable law, by such individual's guardian or legal representative, except
that a Non-employee Director may, to the extent allowed by the Board and in a
manner specified by the Board, (a) designate in writing a beneficiary to
exercise the Option after the Non-employee Director's death; and (b) transfer
any Option.

SECTION 11. CAPITAL ADJUSTMENT PROVISIONS

      In the event that the Board shall determine that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event (individually referred to as "Event" and
collectively referred to as "Events") affects the Shares such that an adjustment
is determined by the Board to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Board may, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares subject to the Plan and
which thereafter may be made the subject of Options under the Plan; (ii) the
number and type of Shares subject to outstanding Options; and (iii) the exercise
price with respect to any Option (collectively referred to as "Adjustments");
provided, however, that Options subject to grant or previously granted to
Non-employee Directors under the Plan at the time of any such Event shall be
subject to only such Adjustments as shall be necessary to maintain the
proportionate interest of the Non-employee Directors and preserve, without
exceeding, the value of such Options.

SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN

      The Plan shall terminate on December 11, 2010, unless sooner terminated as
herein provided. The Board may at any time amend, alter, suspend, discontinue or
terminate the Plan. Termination of the Plan shall not affect the rights of
Non-employee Directors with respect to Options previously granted to them, and
all unexpired Options shall continue in force and effect after termination of
the Plan, except as they may lapse or be terminated by their own terms and
conditions. Any amendment to the Plan shall become effective when adopted by the
Board, unless specified otherwise. Rights and obligations under any Option
granted before any amendment of this Plan shall not be materially and adversely
affected by amendment of the Plan, except with the consent of the person who
holds the Option, which consent may be obtained in any manner that the Board
deems appropriate.

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SECTION 13. GENERAL PROVISIONS

      (a) Other Compensation. Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other or
additional compensation arrangements for Non-employee Directors, and such
arrangements may be either generally applicable or applicable only in specific
cases.

      (b) Rights of Directors. The grant of an Option to a Non-employee Director
pursuant to the Plan shall confer no right on such Non-employee Director to
continue as a director of the Company. Except for rights accorded under the
Plan, Non-employee Directors shall have no rights as shareholders with respect
to Shares covered by any Option until the date of issuance of the stock
certificates to the Non-employee Director and only after such Shares are fully
paid. No adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock is issued.

      (c) Securities Laws. Notwithstanding any other provision of the Plan, the
Company shall have no liability to deliver any Shares under the Plan or make any
other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.

      (d) Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the internal laws of the State of Wisconsin and applicable federal law.

      (e) Miscellaneous. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision hereof.

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