Exhibit 10.10


 


OSHKOSH B’GOSH, INC.

2004 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. 2004 Incentive Stock Plan (the “Plan”).  The purpose of the Plan is to provide an
additional incentive for key employees and directors of Oshkosh B’Gosh, Inc.
and its Subsidiaries to improve corporate performance on a long-term basis, and
to attract and retain key employees and directors.  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 and Section 162(m) of the Code.


 


1.02                           Effective Date. 
The effective date of the Plan shall be August 1, 2004, subject to the
approval of the Plan by shareholders of the Company at the 2004 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)                                  “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 Delaware corporation.


 


(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 Participant” shall mean
any regular salaried employee of the Company or a Subsidiary and any director
of the Company.


 


(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)                                  “Performance Goals” means the
performance goals established by the Committee prior to the grant of any Award
of Restricted Stock that are based on the attainment of goals relating to one
or more of the following business criteria measured on an absolute basis or in
terms of growth or reduction: consolidated operating income expressed as a
percentage of net sales, the return on net assets of the Company and any
Subsidiary,  net income (pre-tax or after-tax
and with adjustments as stipulated), sales, earnings per share, operating
income, earnings before depreciation, interest, taxes and amortization
(EBDITA), increase in stock price, total shareholder return, economic value
added, value added measurement and operating cash flow.


 


(l)                                     “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 one million three hundred fifty thousand (1,350,000)
shares.  If any Award granted under this
Plan is canceled, terminates, expires,


 


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or lapses for any reason, any shares subject
to such Award again shall be available for the grant of an Award under the
Plan.


 


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 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. 
For purposes of the power to grant awards to Company directors, the
Committee shall consist of the entire Board. 
For other Plan purposes, 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)
and Section 162(m) of the Code.  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;


 


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(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 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. 
Eligible Participants 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 Participants, the Committee shall determine from time
to time those Eligible Participants to whom Awards shall be granted.  No Eligible Participant shall be granted an
Award or Awards covering more than 50,000 shares of Company Stock in any
calendar year.  No Eligible Participant
shall have any right whatsoever to receive an Award unless so determined by the
Committee.


 


5.02                           No Employment or Retention Agreement
Intended.  The grant of an Award hereunder shall not be
deemed to imply the right to continued service in any capacity, nor shall it
interfere with the rights of the Company or any Subsidiary to terminate the
service 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 Participants who are employed by the Company or a parent or
a 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


 


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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 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
date of grant, (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,


 


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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.


 


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


 


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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 (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.


 


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 Performance Goals so that the grant
qualifies as “performance-based compensation” within the meaning of Section
162(m) of the Code.  The Committee may
also condition the grant of restricted stock upon such other conditions,
restrictions and contingencies as the Committee may determine.  The provisions of restricted stock Awards
need not be the same with respect to each recipient.


 


7.02                           Awards and Certificates. 
Each individual receiving a restricted stock Award shall be issued a
certificate in respect of such shares of restricted stock.  Such certificate shall be registered in the
name of such individual and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award, substantially in
the following form:


 


“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions


 


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(including forfeiture) of the Oshkosh B’Gosh, Inc. 2004
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.”


 


The Committee
may require that the certificates evidencing such shares be held in custody by
the Company until the restrictions thereon shall have lapsed and that, as a
condition of any restricted stock Award, the Grantee shall have delivered a
stock power, endorsed in blank, relating to the Company Stock covered by such
Award.


 


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.


 


(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


 


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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 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 1, 2009, 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


 


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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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