Exhibit 10.8


 


OSHKOSH B’GOSH, INC.

1994 INCENTIVE STOCK PLAN

(as amended through 5/10/05)


 


I.                                         INTRODUCTION


 


1.01                           Purpose.  This plan
shall be known as the Oshkosh B’Gosh, Inc. 1994 Incentive Stock Plan (the “Plan”).  The purpose of the Plan is to provide an
incentive for key employees of Oshkosh B’Gosh, Inc. and its Subsidiaries to
improve corporate performance on a long-term basis, and to attract and retain
key employees.  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 effective date of the Plan shall be August 8, 1994, subject to
approval of the Plan by shareholders of the Company.  Any Award granted prior to such shareholder
approval shall be expressly conditioned upon shareholder approval of the Plan.


 


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)                                  “Award” shall mean the grant of
any form of stock option or restricted stock.


 


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


 


(c)                                  “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.


 


(d)                                 “Committee” shall mean the
Committee described in Section 4.01 or the person or persons to whom the committee has delegated its power and responsibilities under
Section 4.03.


 


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


 


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(f)                                    “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.


 


(g)                                 “Eligible Employee” shall mean any
regular salaried employee of the Company or a Subsidiary who satisfies the
requirements of Section 5.01.


 


(h)                                 “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.


 


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


 


(j)                                     “Option Period” shall mean the
period of time provided pursuant to Section 6.04 within which a stock option
may be exercised.


 


(k)                                  “Subsidiary” shall mean any
corporation, partnership, limited liability company, joint venture or other
entity now or hereafter in existence in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company, and any other
business venture designated by the Committee in which the Company has a
significant interest, as determined in the discretion of the Committee.


 


III.                                 SHARES SUBJECT TO AWARD


 


3.01                           Available Shares. 
The total number of shares of Company Stock that may be issued under the
Plan shall not exceed two million eight hundred thousand (2,800,000)
shares.  Shares subject to and not issued
under an option which expires, terminates, is canceled or forfeited for any
reason under the Plan and shares of restricted Company Stock which have been
forfeited before the Grantee has received any benefits of ownership, such as
dividends from the forfeited shares, shall again become available for the
granting of Awards.


 


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


 


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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 granted to employees 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 a committee designated by the Board to
administer the Plan and shall initially be the Compensation Committee of the
Board.  The Committee shall be
constituted to permit the Plan to comply with the provisions of Rule 16b-3
under the Securities Exchange Act of 1934 (or any successor rule).  A majority of the members of the Committee
shall constitute a quorum.  The approval
of such a quorum, expressed by a vote at a meeting held either in person or by
conference telephone call, or the unanimous consent of all members in writing
without a meeting, shall constitute the action of the Committee and shall be
valid and effective for all purposes of the Plan.


 


4.02                           Committee Powers. 
The Committee is empowered to adopt such rules, regulations and
procedures and take such other action as it shall deem necessary or proper for
the administration of the Plan and, in its discretion, may modify, extend or
renew any Award theretofore granted.  The
Committee shall also have authority to interpret the Plan, and the decision of
the Committee on any questions concerning the interpretation of the Plan shall
be final and conclusive.  The Committee
may consult with counsel, who may be counsel for the Company, and shall not
incur any liability for any action taken in good faith in reliance upon the
advice of counsel.


 


Subject to the
provisions of the Plan, the Committee shall have full and final authority to:


 


(a)                                  designate the persons to whom Awards shall be
granted;


 


(b)                                 grant Awards in such form and amount as the
Committee shall determine;


 


(c)                                  impose such limitations, restrictions and
conditions upon any such Award as the Committee shall deem appropriate, and


 


(d)                                 waive in whole or in part any limitations,
restrictions or conditions imposed upon any such Award as the Committee shall
deem appropriate.


 


4.03                           Delegation by Committee. 
The committee designated by the Board under Section 4.01 may delegate
all or any part of its responsibilities and powers to any


 


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executive officer or officers of the Company selected
by it, provided that no such delegation shall be made with respect to the grant
of any Award to the President or any Vice President of the Company, and any
such delegation shall comply in all respects with the requirements and
conditions of Section 157 of the Delaware General Corporation Law.  Any such delegation may be revoked by the
Board or by the committee at any time.


 


V.                                    PARTICIPATION


 


5.01                           Eligibility. 
Key employees of the Company and its Subsidiaries (including officers
and employees who may be members of the Board) who, in the sole opinion of the
Committee, contribute significantly to the growth and success of the Company or
a Subsidiary shall be eligible for Awards under the Plan.  From among all such Eligible Employees, the
Committee shall determine from time to time those Eligible Employees to whom
Awards shall be granted.  No eligible
employees shall be granted an Award or Awards covering more than 50,000 shares
of Company Stock in any calendar year. 
No Eligible Employee shall have any right whatsoever to receive an Award
unless so determined by the Committee.


 


5.02                           No Employment Rights. 
The Plan shall not be construed as conferring any rights upon any person
for a continuation of employment, nor shall it interfere with the rights of the
Company or any Subsidiary to terminate the employment of any person or to take
any other action affecting such person.


 


VI.                                STOCK OPTIONS


 


6.01                           General.  Stock options
granted under the Plan may be in the form of incentive stock options (within
the meaning of Code Section 422) or non-qualified stock options; provided,
however, that incentive stock options shall only be granted to Eligible Employees
who are employed by the Company or a parent or subsidiary corporation of the
Company.  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
VI, 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.


 


6.02                           Option Price. 
The price at which each share of Company Stock covered by an option may
be purchased shall be determined in each case by the Committee and set forth in
each stock option agreement.  In no event
shall such price be less than one hundred percent (100%) of the Fair Market
Value of the Company Stock when the option is granted.  Employees who own, directly or indirectly,
within the meaning of Code Section 425(d), more than 10% of the voting power of
all classes of stock of the


 


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Company or any parent or subsidiary corporation shall
not be eligible to receive an incentive stock option hereunder unless the
purchase price per share under such option is at least 110% of the Fair Market
Value of the stock subject to the option and such option by its terms is not
exercisable after the expiration of 5 years from the date such option is
granted.


 


6.03                           Date Option Granted. 
For purposes of the Plan, a stock option shall be considered as having
been granted on the date on which the Committee authorized the grant of the
option, except where the Committee has designated a later date, in which event
the later date shall constitute the date of grant of the option; provided,
however, that in either case notice of the grant of the option shall be given
to the employee within a reasonable time.


 


6.04                           Period for Exercise of Options. 
Each stock option agreement shall state the period or periods of time within
which the option may be exercised by the Grantee, in whole or in part, which
shall be the period or periods of time as may be determined by the Committee,
provided that:  (a) No option granted
under this Plan may be exercised until at least six months from the later of
(i) the date of grant or (ii) shareholder approval of the Plan, (b) No Option
Period for an incentive stock option may exceed ten (10) years from the date
the option is granted, and (c) No option may be treated as an incentive stock
option unless the Grantee exercises the option while employed by the Company or
a Subsidiary or within three months after termination of employment, or if
termination is caused by death or disability, within one year after such
termination.


 


6.05                           Special Rule for Incentive Stock Options. 
For so long as Section 422 (or any successor provision) of the Code so
provides, the aggregate Fair Market Value (determined as of the date the
incentive stock option is granted) of the number of shares with respect to
which incentive stock options are exercisable for the first time by a Grantee
during any calendar year shall not exceed One Hundred Thousand Dollars
($100,000) or such other limit as may be required by the Code.


 


6.06                           Method of Exercise. 
Subject to Section 6.04, 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 purchase price therefor.
The purchase price may be paid in cash, by check, or, with the approval of the
Committee, 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.


 


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6.07                           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, 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, 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
employee an amount of cash (less normal withholding taxes) equal to the excess
of the highest Fair Market Value per share of the Company Stock during the
60-day period immediately preceding the merger, consolidation or reorganization
over the option exercise price, multiplied by the number of shares subject to
such option.


 


6.07A                 Merger,
Consolidation or Reorganization in which Company is Surviving Corporation.  In the event of 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 a 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,


 


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shall
pay the employee an amount of cash (less normal withholding taxes) equal to the
excess of (i) the value, as determined by the Committee, of the 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.


 


6.08                           Dissolution or Liquidation. 
Anything contained herein to the contrary notwithstanding, on the
effective date of any dissolution or liquidation of the Company, the holder of
each then outstanding and unexercised option shall receive the cash amount
described in 6.07(b) hereof and such option shall be cancelled.


 


6.09                           Conditional Cashless Exercise. 
In connection with the Company’s tender offer to purchase shares of
Company stock to be dated on or about October 4, 1999 (the “Offer”), a Grantee
may elect a conditional cashless exercise of the Grantee’s options which are
then exercisable.  The conditional
cashless exercise will permit a Grantee to exercise the option only if, and to
the extent, the Company will actually purchase the option shares in the
Offer.  If after taking into account any
proration, the Company purchases less than all of the option shares which the
Grantee has tendered in the Offer, the options will be exercised, and the
option shares purchased, in the order designated by the Grantee in an option
election form.  If any of the tendered
option shares are not purchased, the related options will not be considered to
have been exercised and will remain outstanding.  The Grantee will not be required to pay cash
for the exercise price, and the consideration received by the Grantee whose
option shares are purchased in a conditional cashless exercise will be the
difference between the purchase price per share in the Offer and the exercise
price per share relating to the option shares so purchased (less applicable tax
withholding).


 


VII.                            RESTRICTED STOCK.


 


7.01                           Administration. 
Shares of restricted stock may be issued either alone or in addition to
other Awards granted under the Plan.  The
Committee shall determine the Eligible Employees to whom and the time or times
at which grants of restricted stock will be made, the number of shares to be
awarded, the time or times within which such Awards may be subject to
forfeiture and any other terms and conditions of the Awards.  The Committee may condition the grant of
restricted stock upon the attainment of specified performance goals so that the
grant would qualify as “performance-based compensation” within the meaning of
Section 162(m) of the Code.  In such
case, the performance goals that may be used by the Committee shall be based on
any one or more of the following, as determined by the Committee: the amount of
consolidated operating income expressed as a percentage of net sales and the
return on net assets of the Company and any subsidiary.  The Committee may also condition the grant of
restricted stock upon such other conditions, restrictions and contingencies as
the Committee may


 


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determine. 
The provisions of restricted stock Awards need not be the same with
respect to each recipient.


 


7.02                           Awards.  Restricted
stock Awards shall take the form of a registration of the shares of restricted
stock in book-entry form with the Company’s transfer agent.  Such book-entry registration shall include an
appropriate notation referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:


 


“The
transferability of the shares of stock evidenced by this book-entry
registration are subject to the terms and conditions
(including forfeiture) of the OshKosh B’Gosh, Inc. 1994 Incentive Stock Plan
and a Restricted Stock Agreement.  Copies
of such Plan and Agreement are on file at the offices of OshKosh
B’Gosh, Inc.”


 


7.03                           Terms and Conditions. 
Shares of restricted stock shall be subject to the following terms and
conditions:


 


(a)                                  Until the applicable restrictions lapse,
the Grantee shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber shares of restricted stock.


 


(b)                                 The Grantee shall have, with respect to
the shares of restricted stock, all of the rights of a stockholder of the
Company, including the right to vote the shares and the right to receive any
cash dividends.  Unless otherwise
determined by the Committee, cash dividends shall be automatically paid in cash
and dividends payable in Company Stock shall be paid in the form of additional
restricted stock.


 


(c)                                  Except to the extent otherwise provided
in the applicable Restricted Stock Agreement and (d) below, all shares still
subject to restriction shall be forfeited by the Grantee upon termination of a
Grantee’s employment for any reason.


 


(d)                                 In the event of hardship or other special
circumstances of a Grantee whose employment is involuntarily terminated (other
than for cause), the Committee may waive in whole or in part any or all
remaining restrictions with respect to such Grantee’s shares of restricted
stock.


 


(e)                                  If and when the applicable restrictions
lapse, unlegended certificates for such shares shall be delivered to the
Grantee or an appropriate unrestricted book-entry registration of the shares in
the Grantee’s name shall be made in the records of the Company’s transfer
agent.


 


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(f)                                    Each Award shall be confirmed by, and be
subject to the terms of, a Restricted Stock Agreement.


 


VIII.                        WITHHOLDING TAXES.


 


8.01                           General Rule. 
Pursuant to applicable federal and state laws, the Company is or may be
required to collect withholding taxes upon the exercise of an option or the
lapse of stock restrictions.  The Company
may require, as a condition to the exercise of an option or the issuance of a
stock certificate, that the Grantee concurrently pay to the Company (either in
cash or, at the request of Grantee but in the discretion of the Committee and
subject to such rules and regulations as the Committee may adopt from time to
time, in shares of Delivered Stock) the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise or lapse
of restrictions, in such amount as the Committee or the Company in its
discretion may determine.


 


8.02                           Withholding from Shares to be Issued.  In lieu of part or all of any
such payment, the Grantee may elect, subject to such rules and regulations as
the Committee may adopt from time to time, or the Company may require that the
Company withhold from the shares to be issued that number of shares having a
Fair Market Value equal to the amount which the Company is required to
withhold.


 


8.03                           Special Rule for Insiders. 
Any such request or election (to satisfy a withholding obligation using
shares) by an individual who is subject to the provisions of Section 16 of the
Securities Exchange Act of 1934 shall be made in accordance with the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.


 


IX.                                IX. 
GENERAL


 


9.01                           Nontransferability. 
Unless otherwise specified by the Committee, no Award 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.


 


9.02                           General Restriction. 
Each Award shall be subject to the requirement that if at any time the
Board or the Committee 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


 


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shall have been effected or obtained free of
any conditions not acceptable to the Board or the Committee.


 


9.03                           Expiration and Termination of the Plan. 
Awards may be granted under the Plan at any time and from time to time,
prior to August 8, 2004, the date on which the Plan will expire, except as to
Awards then outstanding under the Plan, which shall remain in effect until they
have been exercised, the restrictions have lapsed or the Awards have expired or
been forfeited.  The Plan may be
abandoned or terminated at any time by the Board of Directors of the Company,
except with respect to any Awards then outstanding under the Plan.


 


9.04                           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
Award theretofore granted under the Plan or deprive any Grantee of any shares
of Company Stock which he or she may have acquired through or as a result of
the Plan or (b) be made without shareholder approval where such approval would
be required as a condition of compliance with Rule 16b-3.


 


9.05                           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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