Exhibit 10.9


 


OSHKOSH B’GOSH, INC.

1995 OUTSIDE DIRECTORS’ STOCK OPTION PLAN

(as amended through 5/10/05)


 


I.                                         INTRODUCTION


 


1.01                           Purpose.  This plan shall be known as the Oshkosh B’Gosh,
Inc. 1995 Outside Directors’ Stock Option Plan. 
The purpose of the Plan is to provide an incentive for Outside Directors
of Oshkosh B’Gosh, Inc. to improve corporate performance on a long-term
basis.  It is intended that the Plan and
its operation comply with the provisions of Rule 16b-3 under the Securities
Exchange Act of 1934 (or any successor rule).


 


1.02                           Effective
Date.  The Plan shall be effective
upon its approval by shareholders at the Company’s 1995 annual meeting.  If the Plan is approved by shareholders, the
first option grants will automatically be made at the Board meeting immediately
following the 1995 annual meeting.


 


II.                                     PLAN DEFINITIONS


 


2.01                           Definitions.  For Plan purposes, except where the context
clearly indicates otherwise, the following terms shall have the meanings set
forth below:


 


(a)                                  “Board”
shall mean the Board of Directors of the Company.


 


(b)                                 “Company”
shall mean Oshkosh B’Gosh, Inc., a Wisconsin corporation.


 


(c)                                  “Company
Stock” shall mean the Company’s Class A Common
Stock and such other stock and securities as may be substituted therefor pursuant
to Section 3.02.


 


(d)                                 “Director”
shall mean a director of the Company.


 


(e)                                  “Fair
Market Value” on any date shall mean, with respect to Company Stock, if the
stock is then listed and traded on a registered national securities exchange,
or is quoted in the NASDAQ National Market System, the
mean of the high and low sale prices recorded in composite transactions as
reported by a reliable source for such date. 
In the absence of reported sales or if the stock is not so listed or
quoted, but is traded in the over-the-counter market, Fair Market Value shall
be the mean of the closing bid and asked prices for such shares on the relevant
date.


 


(f)                                    “Grantee”
shall mean any person who has been granted an option under the Plan.


 





















 


(g)                                 “Outside
Director” shall mean a Director who is not also an active full-time
employee of the Company or a corporation in which the Company owns, directly or
indirectly, a voting stock interest of more than fifty percent (50%).


 


III.           SHARES SUBJECT TO OPTION


 


3.01                           Available
Shares.  The total number of shares
of Company Stock that may be issued under the Plan shall not exceed Three
Hundred Twenty-five Thousand (325,000) shares. 
Shares subject to and not issued under an option which expires, terminates,
or is canceled for any reason under the Plan shall again become available for
the granting of options.


 


3.02                           Changes
in Common Stock.  If any stock
dividend is declared upon the Company Stock, or if there is any stock split,
stock distribution, or other recapitalization of the Company with respect to
the Company Stock, resulting in a split or combination or exchange of shares,
the aggregate number and kind of shares which may thereafter be granted under
the Plan shall be proportionately and appropriately adjusted and the number and
kind of shares then subject to options under the Plan and the per share option
price therefor shall be proportionately and appropriately adjusted, without any
change in the aggregate purchase prices to be paid therefor.


 


IV.           ADMINISTRATION


 


4.01                           Administration
by the Committee.  The Plan shall be
administered by the Compensation Committee of the Board which shall have the
power, subject to and within the limits of the express provisions of the Plan,
to exercise such powers and to perform such acts as are deemed necessary or
expedient to promote the best interests of the Company with respect to the
Plan.  The Committee shall have no
discretion as to the amount, price or timing of any option granted under this
Plan.


 


V.            STOCK OPTIONS


 


5.01                           Option
Agreements.  Each option granted
under the Plan shall be evidenced by a stock option agreement between the
Company and the Grantee which shall contain the terms and conditions required
by this Article V, and such other terms and conditions, not inconsistent
herewith, as the Committee may deem appropriate in each case.  The holder of an option shall not have any
rights as a stockholder with respect to the shares covered by an option until
such shares have been delivered to him or her.


 


5.02                           Option
Grant Size and Grant Date.


 


(a)                                  Annual
Grant.  Each year, upon the first
meeting of the Board following the Company’s annual meeting of shareholders,
each person then serving the Company as an Outside Director shall automatically
be granted a non-qualified stock option to purchase Six Thousand (6,000)
shares, subject to adjustment under Section 3.02 hereof.


 


(b)                                 Special
Rule.  If at any time there are not
sufficient available shares under the Plan to grant each Outside Director an
option to purchase the number


 


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of shares identified above, each
Outside Director shall receive an option to purchase an equal number of the
remaining available shares, determined by dividing the remaining available
shares by the number of Outside Directors.


 


5.03                           Exercise
Price.  The price at which each share
of Company Stock covered by an option may be purchased shall be one hundred
percent (100%) of the Fair Market Value of the Company Stock on the date the
option is granted.


 


5.04                           Period
for Exercise of Options.  Each stock
option granted under this Plan shall become exercisable six months from the
date of grant, regardless of whether the Grantee is still a Director on such
date.  All rights to exercise an option
shall terminate upon the earlier of (a) ten (10) years from the date the option
is granted, or (b) two years from the date the Grantee ceases to be a Director.


 


5.05                           Method
of Exercise.  Subject to Section
5.04, each option may be exercised in whole or in part from time to time as
specified in the stock option agreement. 
Each Grantee may exercise an option by giving written notice of the
exercise to the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the exercise price therefor.  The exercise price may be paid in cash, by
check, or by delivering shares of Company Stock which have been beneficially
owned by the Grantee, the Grantee’s spouse, or both of them for a period of at
least six months prior to the time of exercise (“Delivered Stock”) or a
combination of cash and Delivered Stock. 
Delivered Stock shall be valued at its Fair Market Value determined as
of the date of exercise of the option. 
No Grantee shall be under any obligation to exercise any option
hereunder.


 


5.06                           Merger,
Consolidation or Reorganization.  In
the event of a merger, consolidation or reorganization with another corporation
in which the Company is not the surviving corporation or a merger,
consolidation or reorganization with another corporation in which the Company
is the surviving corporation but the Company Stock ceases to be publicly
traded, the Committee shall, subject to the approval of the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company hereunder, take action regarding each outstanding
and unexercised option pursuant to either clause (a) or (b) below:


 


(a)                                  Appropriate
provision may be made for the protection of such option by the substitution on
an equitable basis of appropriate shares of the surviving corporation or
related corporation, provided that the excess of the aggregate Fair Market
Value of the shares subject to such option immediately before such substitution
over the exercise price thereof is not more than the excess of the aggregate
fair market value of the substituted shares made subject to option immediately
after such substitution over the exercise price thereof; or


 


(b)                                 The
Committee may cancel such option.  In
such event, the Company, or the corporation assuming the obligations of the
Company hereunder, shall pay the Grantee an amount of cash (less normal
withholding taxes) equal to the excess of (i) the value, as determined by the
Committee, of the


 


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property (including cash)
received by the holder of a share of Company Stock as a result of such event
over (ii) the exercise price of such option, multiplied by the number of shares
subject to such option.


 


5.07                           Dissolution
or Liquidation.  Anything contained
herein to the contrary notwithstanding, on the effective date of any
dissolution or liquidation of the Company, the Company shall pay the holder of
each then outstanding and unexercised option an amount of cash equal to the
excess of the highest Fair Market Value per share of the Company Stock during
the 60-day period immediately preceding the dissolution or liquidation over the
option exercise price, multiplied by the number of shares subject to such
option. Such option shall then be canceled.


 


VI.                                GENERAL


 


6.01                           Nontransferability.  No option granted under the Plan shall be
transferable or assignable except by last will and testament or the laws of
descent and distribution.  During the
Grantee’s lifetime, options shall be exercisable only by the Grantee or by the
Grantee’s guardian or legal representative. 
In the event of the Grantee’s death, the personal representative of the
Grantee’s estate or the person or persons to whom the option is transferred by
will or the laws of descent and distribution may exercise the option in
accordance with its terms.


 


6.02                           General
Restriction.  Each option shall be
subject to the requirement that if at any time the Board shall determine, in
its discretion, that the listing, registration, or qualification of securities
upon any securities exchange or under any state or federal law, or the consent
or approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
or purchase of securities thereunder, such option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.


 


6.03                           Expiration
and Termination of the Plan.  Options
may be granted under the Plan at any time and from time to time.  The Plan may be abandoned or terminated at
any time by the Board except with respect to any options then outstanding under
the Plan.


 


6.04                           Amendments.  The Board may from time to time amend,
modify, suspend or terminate the Plan; provided, however, that no such action
shall (a) impair without the Grantee’s consent any option theretofore granted
under the Plan or (b) be made without shareholder approval where such approval
would be required as a condition of compliance with Rule 16b-3 under the
Securities Exchange Act of 1934.


 


6.05                           Withholding
Taxes.  If the Company is required to
collect withholding taxes upon exercise of an option, the Company may require,
as a condition to such exercise, that the Grantee concurrently pay to the
Company the entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise.  In lieu of part or all of such payment, the
Grantee may elect, subject to such rules as the Board may adopt from time to
time, to have the Company withhold from the shares to be issued upon exercise
of the option that number of


 


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shares
having a Fair Market Value equal to the amount which the Company is required to
withhold.


 


6.06                           Construction.  Except as otherwise required by applicable
federal laws, the Plan shall be governed by, and construed in accordance with,
the laws of the State of Wisconsin.


 


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