Exhibit 10.1 



JOHNSON OUTDOORS INC.
1987
EMPLOYEES’ STOCK PURCHASE PLAN 



1.    Purpose. 



The Johnson Worldwide Associates,
Inc. 1987 Employees’ Stock Purchase Plan (the “Plan”) has been established
by Johnson Worldwide Associates, Inc., a Wisconsin corporation (the “Company”),
to allow employees of the Company and its subsidiaries to purchase shares of Class A
Common Stock of the Company (“Company Shares”) and thereby share in the
ownership of the Company. The Plan is intended to comply with the requirements of
Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). 



2.    Company Shares
Available for Purchase. 



Subject to adjustment, in accordance
with Paragraph 13, the maximum number of Company Shares which may be purchased
pursuant to the Plan shall be 210,000. Company Shares issued under the Plan may be
authorized and unissued shares or treasury shares of the Company. 



3.    Administration. 



The Plan shall be administered by a
committee of the Board of Directors of the Company consisting of not less than
two (2) directors appointed for such purpose (the “Compensation
Committee”). The members of the Compensation Committee shall not, during the one-year
period preceding their appointment to the Compensation Committee or during such service,
have been granted or awarded any equity securities, purchase rights or options pursuant to
the Plan or any other plan of the Company or its subsidiaries, except as otherwise
permitted for “disinterested persons” within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934 or any successor provision. A majority of the
members of the Compensation Committee shall constitute a quorum. All determinations of the
Compensation Committee shall be made by at least a majority of its members. Any decision
or determination reduced to writing and signed by all of the members of the Compensation
Committee shall be fully as effective as it if had been made by a unanimous vote at a
meeting duly called and held. 



In accordance with the provisions of
the Plan, the Compensation Committee shall establish such terms and conditions for the
grants of purchase rights as the Compensation Committee may deem necessary or advisable,
adopt such rules or regulations which may become necessary or advisable for the operation
of the Plan, and make such determinations, and take such other actions, as are expressly
authorized or contemplated in the Plan or as may be required for the proper administration
of the Plan in accordance with its terms. The Compensation Committee, in its discretion,
may appoint an individual (the “Plan Administrator”) to assist the Compensation
Committee in corresponding with employees, with record keeping and in performing other
administerial type functions in connection with the Plan; provided, however, that
the Plan Administrator shall exercise no discretion with respect to the interpretation of
the Plan or the of rights to purchase Company Shares pursuant to the Plan. The
interpretation of any provision of the Plan by the Compensation Committee and any
determination on the matters referred to in this paragraph shall be final. 












4.    Eligibility. 



From time to time the Compensation
Committee shall designate from the group consisting of the Company, its parent and
subsidiary corporations (which may include corporations having become a parent or
subsidiary of the Company after the effective date of the Plan), the corporations whose
employees may participate in the Plan (a “Designated Corporation”). On any date
as of which a determination of eligibility is made, the term “Eligible Employee”
shall mean a “full-time” employee of a Designated Corporation who is of legal
age for the purpose of executing a binding contract not subject to disaffirmance in the
state of his residence, other than a “highly compensated employee” who has been
granted or awarded a stock option, stock appreciation right or stock award under the
Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan. For purposes of the Plan,
(a) “full-time” employee of a Designated Corporation means an employee
thereof who customarily works at least 20 hours per week and more than five months per
calendar year, (b) “subsidiary” and “parent” have the meanings
given such terms in Section 425 of the Code, and (c) “highly compensated
employee” has the meaning given to such term in Section 414(q) of the Code. 



5.    Grant of Purchase
Rights. 



In the discretion of the Compensation Committee,
each calendar year, or more frequently if deemed appropriate, beginning on such date as
the Committee may specify (the “Grant Date”), each employee who is then an
Eligible Employee of a Designated Corporation shall automatically be granted the right to
purchase a maximum of 250 Company Shares. In its discretion, the Compensation Committee
may change the maximum number of Company Shares available for purchase by each Eligible
Employee; provided that the maximum number of shares available for purchase shall
be the same for all Eligible Employees and all Eligible Employees shall have the same
rights and privileges with respect to the purchase of Company Shares under the Plan.
However, nothing contained herein shall require the Compensation Committee to cause any
purchase rights to be granted hereunder during any calendar year and the Compensation
Committee may, in connection with any grant of rights, specify the maximum number of
Company Shares in the aggregate available for purchase by all Eligible Employees during
any Purchase Period (the “Maximum Number of Purchase Period Company Shares”). 



Each purchase right shall be
exercisable during the 30-day period following the Grant Date (such period is hereinafter
referred to as the “Purchase Period”), subject to the limitations provided in
paragraphs 2 and 8. In the event the Compensation Committee decides to cause any
purchase rights to be granted under the Plan, the Company shall send to each Eligible
Employee a written notice specifying the Grant Date and the terms and conditions of the
right, including the purchase price per share of Company Shares subject to such right. No
Company Shares may be issued pursuant to the exercise of purchase rights after the maximum
number of Company Shares provided for in paragraph 2 has been purchased. Each
purchase right granted pursuant to this paragraph 5 shall expire at 12:00 P.M.,
30 days after the Grant Date. 




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6.    Exercise of Purchase
Rights. 



Subject to the limitations elsewhere
in the Plan, including the limitations on exercise set forth in paragraph 8,
employees may exercise their rights to purchase Company Shares granted under the Plan, in
whole, or in part, at any time during the Purchase Period; provided, however, that
no employee shall be entitled to exercise his purchase rights for less than the Applicable
Minimum Number, as defined below, of Company Shares. Employees wishing to exercise their
rights to purchase Company Shares granted under the Plan shall make applications on forms
prescribed by the Compensation Committee, which forms shall be deemed to include the full
terms and conditions of the Plan. Each application to purchase Company Shares shall be
accompanied by payment in full to the Company, in cash or its equivalent, of the purchase
price for such Company Shares. An application on the prescribed form, properly completed
and accompanied by the required payment, shall be deemed to be accepted as of the last day
of the Purchase Period, subject to adjustment in the number of Company Shares which may be
purchased by the Eligible Employee as provided for pursuant to this paragraph 6.
Notwithstanding the foregoing, no application shall be accepted unless received by the
Plan Administrator or postmarked, if delivered by mail, on or before the last day of the
Purchase Period. For purposes of this paragraph 6, the “Applicable Minimum
Number” of Company Shares which may be purchased during a Purchase Period shall be
such number of shares as the Compensation Committee, in its discretion, may determine. 



If applications to purchase a number
of Company Shares in excess of the Maximum Number of Purchase Period Company Shares are
received by the Plan Administrator, each employee properly exercising purchase rights
during such Purchase Period shall be entitled to purchase the number of Company Shares
determined by the sum of: 



	 	        (a)          the
Applicable Minimum Number of Company Shares; and  







	 	        (b)          a
pro rata portion of the Company Shares available after satisfying each           employee’s
minimum purchase rights based on the number of shares with           respect to which
such employee has exercised his purchase rights and the           aggregate number of
shares with respect to which all employees have exercised           purchase rights
during the Purchase Period.  







Notwithstanding any other provisions
in this paragraph 6, the Compensation Committee may adjust the number of Company
Shares which may be purchased by an employee according to such non-discriminatory rules
and regulations as the Compensation Committee may establish. 



7.    Purchase Price. 



The purchase price per share of each
purchase right granted under the Plan shall be the lesser of (a) 85% of the fair
market value, as determined by the Compensation Committee, of a Company Share on the Grant
Date and (b) 85% of the fair market value, as determined by the Compensation
Committee, of a Company Share at the end of the Purchase Period. Unless otherwise
determined by the Compensation Committee, the fair market value of a Company Share shall
be the closing price of a Company Share in the over-the-counter market on the trading date
preceding the specified date, as reported by the Nasdaq National Market (or if such day is
a day for which no closing price for a Company Share is so set forth, the next preceding
day for which a closing price is so set forth). Notwithstanding the foregoing, the
purchase price per share of a Company Share shall in no event be less than the par value
of a Company Share. 




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8.    Individual Limitation. 



No employee shall be granted the
right to purchase any Company Shares hereunder if such employee would own, directly or
indirectly, stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any subsidiary or any parent of the Company. For
purposes of this 5% limitation, an employee will be considered as owning all stock which
the employee may purchase under any outstanding right or option, regardless of the
characterization and treatment of such right or option under the Code, and a right or
option will be considered outstanding even though under its terms it may be exercised only
in installments or only after the expiration of a fixed period of time. An employee will
be considered as owning stock attributable to him pursuant to Section 425(d) of the
Code. Moreover, no employee may be granted a right to purchase Company Shares under the
Plan which permits such employee’s rights to purchase stock under the Plan and all
employee stock purchase plans (as defined in Section 423 of the Code) of the Company
and its parent and subsidiary corporations to accrue at a rate which exceeds $25,000 of
the fair market value of such stock (determined at the time such right is granted) for
each calendar year in which such right is outstanding at any time. The right to purchase
Company Shares shall be deemed to accrue when the right or option (or any part thereof)
first becomes exercisable during the calendar year. 



9.    Limitations on
Exercise of Purchase Rights. 



Purchase rights granted under the
Plan shall not become exercisable until such time as the Company Shares which may be
issued pursuant to the Plan (i) have been registered under the Securities Act of
1933, as amended (the “Act”), and any applicable state and foreign securities
laws; or (ii) in the opinion of the Company’s counsel, may be issued pursuant to
an exemption from registration under the Act and in compliance with any applicable state
and foreign securities laws. 



10.    Stock Certificates. 



Certificates covering the Company
Shares purchased under the Plan shall be issued as soon as reasonably practicable after
the last day of the Purchase Period. The Company will pay all stamp taxes and the like,
and all fees, in connection with such issue. 



11.    Nontransferability
of Purchase Rights. 



An employee’s right to exercise
purchase rights under the Plan shall not be transferable by such employee and may be
exercised only by the employee. An employee’s right to exercise purchase rights may
not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. 




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12.    Termination of
Employment. 



In the event of termination of
employment of an employee, whether on account of death, discharge, resignation or any
other reason, all rights of the employee to exercise purchase rights under the Plan shall
terminate. 



13.    Adjustments. 



In order to prevent dilution or
enlargement of purchase rights, in the event of reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation or other change in
Company Shares, the Compensation Committee shall make appropriate changes in the number of
Company Shares which may be purchased pursuant to the Plan, and the number of Company
Shares covered by, and the purchase price under, each outstanding purchase right, and such
other changes in the Plan and outstanding purchase rights as the Compensation Committee
may deem appropriate under the circumstances. No rights to purchase a fractional Company
Share shall result from any such change. 



14.    Restrictions on
Stock Transferability. 



The Compensation Committee shall
impose such non-discriminatory restrictions on the transfer of any shares of stock
acquired pursuant to the exercise of a purchase right under the Plan as it may deem
advisable, including, without limitation, restrictions under applicable Federal securities
law, under the requirements of any stock exchange upon which such shares of stock are then
listed, if any, and under any state and foreign securities laws applicable to such shares. 



15.    Amendment/Termination. 



The Board of Directors may amend or
terminate the Plan at any time, but any such amendment or termination (other than an
adjustment contemplated by paragraph 13) shall not affect purchase rights outstanding
at the time thereof; provided, however, that the Board of Directors may not,
without the approval of the shareholders of the Company, amend the Plan to
(i) increase the maximum number of Company Shares which may be purchased pursuant to
the Plan (except as provided in paragraph 13); (ii) modify the requirements as
to eligibility for participation in the Plan; (iii) change the class of corporations
whose employees will be granted purchase rights under the Plan; or (iv) materially
increase the benefits to participants under the Plan. 



16.    Applicable Law. 



The Plan shall, to the extent not
inconsistent with applicable federal law, be construed under the laws of the State of
Wisconsin. 



17.    Effective Date. 



The Plan shall become effective as of
the date of its adoption by the Board of Directors of the Company, subject to approval of
the Plan by the shareholders within twelve months of such effective date. Purchase rights
may be granted prior to such approval, provided that such purchase rights shall be
subject to such approval and shall not be exercised until after such approval. 



Last amended on December
4, 2003. 



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