Exhibit 10.2 



JOHNSON OUTDOORS INC. 



2003 NON-EMPLOYEE
DIRECTOR STOCK OWNERSHIP PLAN 



Section 1:    Purpose 



The purpose of the Johnson Outdoors
Inc. 2003 Non-Employee Director Stock Ownership Plan (the “Plan”) is to promote
the long-term growth and financial success of Johnson Outdoors Inc. (the
“Company”) by attracting and retaining non-employee directors of outstanding
ability and assisting the Company in promoting a greater identity of interest between the
Company’s non-employee directors and its shareholders. 



Section 2:    Definitions 



As used in the Plan, the following
terms have the respective meanings set forth below: 



(a)    “Award” means
any Stock Option or Stock Award granted under the           Plan.  



(b)    “Black-Scholes
Model” means the Black-Scholes Option Pricing           Model, which shall be
used to calculate the fair value of Stock Option grants           under the Plan, as of
the date of such grant. Six factors are required to           calculate the value of a
Stock Option using the Black-Scholes Model: the Stock           Option’s exercise
price; the current price of the Common Stock; the           dividend yield of the Common
Stock; the Stock Option’s time to expiration;           the risk-free market rate of
return; and the future volatility of the Common           Stock. Only the future
volatility of the Common Stock cannot be objectively           determined. In connection
with using the Black-Scholes Model to calculate the           fair value of Stock Option
grants under the Plan, the Committee may use such           variations of the
Black-Scholes Model and parameters and procedures respecting           the Black-Scholes
Model, including, without limitation, parameters and           procedures used to measure
the historical volatility of the Common Stock as of           the relevant grant date, as
the Committee deems reasonably appropriate in its           sole discretion.  



(c)    “Board” means
the Company’s Board of Directors.  



(d)    “Committee” means
a committee of the Board that the Board           designates to administer the Plan. The
Committee shall consist of not less than           two directors, each of whom shall
qualify as a “non-employee director”          within the meaning of Rule 16b-3 (“Rule
16b-3”) under the 1934 Act, or           any successor provisions thereto, as an
“outside director” under           Section 162(m)(4)(C) of the Internal Revenue
Code of 1986, as amended (the           “Code”), or any successor provisions
thereto and as an           “independent” director pursuant to the definition
of independence in           the listing requirements of the principal national
securities exchange, national           securities association or over-the-counter market
on which the Common Stock is           traded, if any. If at any time the Committee shall
not be in existence, then the           members of the Board that do qualify as
non-employee directors, outside           directors and independent directors shall
administer the Plan and shall be           deemed to be the Committee for purposes of the
Plan.  












(e)    “Common
Stock”means the Class A Common Stock, $.05 par           value, of the
Company and such other securities or property as may become           subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.  



(f)    “Fair
Market Value” means the fair market value of the Common           Stock
determined by such methods or procedures as shall be established from time           to
time by the Committee; provided, however, that the Fair Market Value
          shall not be less than the par value of the Common Stock; and provided
          further, that so long as the Common Stock is traded on the Nasdaq National
          Market, the Nasdaq Smallcap Market or another over-the-counter market, the Fair
          Market Value shall be the average of the bid and asked prices of a share of
          Common Stock in the applicable over-the-counter market on the specified date,
as           reported by the National Association of Securities Dealers (or if no sales
          occurred on such date, the last preceding date on which sales occurred); provided,
however, that if the principal market for the Common Stock is           then a
national securities exchange, the Fair Market Value shall be the average           of the
high and low prices of a share of Common Stock on the principal           securities
exchange on which the Common Stock is traded on the specified date           (or if no
sales occurred on such date, the last preceding date on which sales           occurred).  



(g)    “1934
Act” means the Securities Exchange Act of 1934, as           amended from time
to time.  



(h)    “Participant” means
a director of the Board who is not an           employee of the Company, or any entity
that is directly or indirectly controlled           by the Company or any entity in which
the Company has a significant interest as           determined by the Committee.  



(i)    “Shares” means
shares of Common Stock.  



(j)    “Stock
Award” means an Award to a Participant comprised of           Shares granted
under Section 5(b) or 5(c) of the Plan.  



(k)    “Stock
Option” means an award in the form of the right to           purchase a
specified number of Shares at a specified price during a specified           period
granted under Section 5(a) or 5(c) of the Plan.  



Section 3:    Effective
Dates 



The Plan shall become effective on
December 4, 2003, subject to the approval of the Plan by the shareholders of the Company
at the Company’s 2004 annual meeting of shareholders. To the extent that any Awards
are granted under the Plan prior to its approval by shareholders, the grants shall be
contingent on approval of the Plan by the shareholders of the Company. No Awards may be
made under the Plan after December 4, 2013 or earlier termination of the Plan by the
Board. 



Section 4:    Stock
Available for Awards 



(a)    Common
Shares Available. The maximum number of Shares available for           Awards under
the Plan may not exceed 150,000 shares of Common Stock (subject to           adjustment
pursuant to Section 4(b) hereof).  




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(b)    Adjustments
and Reorganizations. In the event that the Committee shall           determine that
any dividend (other than a normal cash dividend) or other           distribution (whether
in the form of cash, Common Stock, other securities or           other property),
recapitalization, stock split, reverse stock split,           reorganization, merger,
consolidation, split-up, spin-off, combination,           repurchase or exchange of
Common Stock or other securities of the Company,           issuance of warrants or other
rights to purchase Common Stock or other           securities of the Company, or other
similar corporate transaction or event           affects the Common Stock such that an
adjustment is determined by the Committee           to be necessary or appropriate to
prevent dilution or enlargement of the           benefits or potential benefits intended
to be made available to Participants           under the Plan, then the Committee may, in
such manner as it may deem equitable,           adjust any or all of the (i)  number
and type of Shares available under the           Plan and that thereafter may be made the
subject of Awards under the Plan, and           (ii)  number and type and exercise
price of Shares subject to outstanding           Stock Options, provided any such
adjustments are consistent with the           effect on other shareholders arising from
any such action. The Committee may           also make such similar appropriate
adjustments in the calculation of Fair Market           Value as it deems necessary or
appropriated to prevent dilution or enlargement           of the benefits or potential
benefits intended to be made available to           Participants under the Plan.
Notwithstanding the foregoing, (x) Stock           Options subject to grant or
previously granted under the Plan at the time of any           event described above
shall be subject to only such adjustment as shall be           necessary to maintain the
proportionate interest of the Participant and           preserve, without exceeding, the
value of such Stock Options, and (y) the           number of Shares subject to Stock
Awards under the Plan at the time of any event           described above shall be subject
to only such adjustment as shall be necessary           to maintain the relative
proportionate interest represented by such Shares           immediately prior to any such
event.  



(c)    Change
of Control. In order to preserve a Participant’s rights under           a Stock
Option granted under the Plan in the event of any sale of all or           substantially
all of the Company’s assets, merger, consolidation,           combination or other
corporate reorganization, restructuring or change of           control of the Company (“Change
of Control”) (the Committee in its           sole discretion will determine if there
has been a Change of Control), the           Committee in its discretion may, at the time
the Stock Option is granted or at           any time thereafter, take one or more of the
following actions: (i) provide           for the acceleration of any time period
relating to the exercise of the Stock           Option; (ii) provide for the
purchase of the Stock Option for an amount of           cash or other property that could
have been received upon the exercise of the           Stock Option had the Stock Option
been currently exercisable or payable;           (iii) adjust the terms of the Stock
Option in the manner determined by the           Committee to reflect the Change of
Control; (iv) cause the Stock Option to           be assumed, or new right
substituted for the Stock Option, by another entity; or           (v) make such
other provision as the Committee may consider equitable and           in the best
interests of the Company. If the terms of Section 4(b) and Section           4(c) would
apply to a transaction, then the transaction will be subject to this           Section
4(c) and not Section 4(b).  



(d)    Common
Stock Usage. If, after the effective date of the Plan, any Shares           covered
by an Award granted under the Plan, or to which any Award relates, are
          forfeited or if an Award otherwise terminates, expires or is cancelled prior to
          the delivery of all of the Shares or of other consideration issuable or payable
          pursuant to such Award and if such forfeiture, termination, expiration or
          cancellation occurs prior to the payment of dividends or the exercise by the
          holder of other indicia of ownership of the Shares to which the Award relates,
          then the number of Shares counted against the number of Shares available under
          the Plan in connection with the grant of such Award, to the extent of any such
          forfeiture, termination, expiration or cancellation, shall again be available
          for granting of additional Awards under the Plan.  




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Section 5:    Awards 



(a)    Stock
Options. Commencing with the 2004 annual meeting of shareholders,           the
Company shall issue to each Participant, on the first business day following
          each annual meeting of shareholders until the Plan is terminated or amended,
          Stock Options having a fair value (calculated as of the date of the Stock
Option           grant using the Black-Scholes Model) of $10,000, or such other amount as
the           Committee may approve in connection with a specific grant (each an “Annual
          Stock Option”), provided, however, that a Participant who is
          first elected as a director of the Company on the date of an annual meeting of
          shareholders and who receives on that date a Stock Option pursuant to Section
          5(c) hereof shall not be eligible to begin to receive grants of Stock Options
          pursuant to this Section 5(a) until the first business day following the next
          succeeding annual meeting of shareholders. The Committee shall specifically
          approve each grant of an Annual Stock Option to a continuing director in
          advance. The per share exercise price of each such Stock Option shall be the
          Fair Market Value of a Share of Common Stock on the date of the grant. The
          exercise price shall be payable at the time of exercise in cash, previously
          acquired Shares valued at their Fair Market Value or such other forms or
          combinations of forms of consideration as the Committee may approve. Each such
          Stock Option shall have a term of ten years and shall become fully exercisable
          one year following the date on which it is granted unless vesting is
accelerated           pursuant to Section 4(c) or Section 6(d) or (f).  



(b)    Stock
Awards. Commencing with the 2004 annual meeting of shareholders,           the
Company shall issue to each Participant, on the first business day following
          each annual meeting of shareholders until the Plan is terminated or amended,
          Shares having a Fair Market Value (calculated as of the date of such Stock
          Award) of $10,000, or such other amount as the Committee may approve in
          connection with a specific grant (each an “Annual Stock Award”), provided,
however, that a Participant who is first elected as a           director of the
Company on the date of an annual meeting of shareholders and who           receives on
that date a Stock Award pursuant to Section 5(c) hereof shall not be           eligible
to begin to receive Stock Awards pursuant to this Section 5(b) until           the first
business day following the next succeeding annual meeting of           shareholders. The
Committee shall specifically approve each grant of an Annual           Stock Award to a
continuing director in advance.  



(c)    Awards
Upon Election. On the date on which a Participant is first elected           or
appointed as a director of the Company during the existence of the Plan, such
          Participant shall automatically receive as an initial grant the Awards
          referenced above, as if such Participant had been a director on the first
          business day following the most recent annual meeting of shareholders
          (collectively, “Initial Awards”). The Committee shall specifically
          approve each grant of Initial Awards to a newly elected director in advance.
          These Awards shall be valued as of the date of grant.  




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Section 6:    General
Provisions Applicable to Awards 



(a)    Transferability
of Stock Options. Stock Options granted under the Plan           shall not be
transferable other than by will or under the laws of descent and           distribution,
except as otherwise provided by the Committee.  



(b)    Non-Transferability
of Stock Awards. Shares awarded under           Section 5(b) or Section 5(c)
hereof shall not be assignable, alienable,           saleable or otherwise transferable
by the respective Participant until such           Participant ceases for any reason to
serve on the Board or a Change of Control           is effected. Notwithstanding the
preceding sentence, the following transfers or           other dispositions will not be
deemed to be a violation of the transfer           restrictions set forth herein:  



	 	
A
gift or other transfer of Shares issued to (i) any trust or other estate in which
such Participant has a substantial beneficial interest or as to which such Participant
serves as a trustee or in a similar capacity or (ii) any relative or spouse of such
Participant, or any relative of such spouse, who has the same home as the Participant
which in either case would not change the Participant’s beneficial ownership of those
Shares for purposes of reporting under Section 16(a) of the 1934 Act;
provided, that any Shares transferred by gift or otherwise pursuant to this
subparagraph will continue to be subject to the non-transfer restrictions of this Section
as though such Shares were held by the Participant. 






(c)    Legend
on Certificates. The Committee may cause a legend or legends to be           put on
any certificates for shares delivered under the Plan pursuant to any           Stock
Award or upon the exercise of any Stock Option to make appropriate           references
to any applicable transfer restrictions.  



(d)    Termination
of Directorship. If for any reason other than death a           Participant ceases to
be a director of the Company one year or more after the           director’s initial
election or appointment to the Board while holding a           vested Stock Option
granted under the Plan, such Stock Option shall continue to           be exercisable for
a period of three years after such termination or the           remainder of the Stock
Option term, whichever is shorter (any unvested Stock           Option shall be cancelled
as of the date of such termination). If for any reason           other than death a
Participant ceases to be a director of the Company within one           year of the
director’s initial election or appointment to the Board, the           Stock Option
granted under the Plan and held by the director shall be cancelled           as of the
date of such termination. In the event a Participant dies, any           unvested Stock
Option granted under the Plan to such Participant shall           immediately vest and be
exercisable by the designated beneficiary, or, in the           absence of a designated
beneficiary, by will or in accordance with the laws of           descent and distribution
for a period of three years following the date of           death.  



(e)    Documentation
of Grants. Awards made under the Plan shall be evidenced by           written
agreements or such other appropriate documentation as the Committee           shall
prescribe, including an option agreement. The Committee need not require           the
execution of any instrument or acknowledgment of notice of an Award under           the
Plan, including an option agreement, in which case acceptance of such Award           by
the respective Participant will constitute agreement to the terms of the           Award.  




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(f)    Plan
Amendment. The Board may at any time amend, alter, suspend,           discontinue or
terminate the Plan, including without limitation an amendment to           decrease or
increase the amount of the Awards under Section 4; provided,           however, that
shareholder approval of any amendment of the Plan shall be           obtained if
otherwise required by (a) the Code or any rules promulgated           thereunder, (b) the
listing requirements of the principal national securities           exchange, national
securities association or over-the-counter market on which           the Common Stock is
then traded, or (c) any other applicable law. To the extent           permitted by
applicable law, the Committee may also amend the Plan, including           without
limitation an amendment to decrease or increase the amount of the Awards           under
Section 4, provided that any such amendments by the Committee shall           be
reported to the Board. Termination of the Plan shall not affect the right of
          Participants with respect to Stock Options previously granted to them, and all
          unexpired Stock 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. Notwithstanding the foregoing, the Board and Committee are
          prohibited from amending Section 6(g) of the Plan without shareholder approval.  



(g)    Repricing
Prohibited. Notwithstanding anything in the Plan to the           contrary, and
except for the adjustments provided in Section 4(b), the Committee           and the
Board are prohibited from decreasing the exercise price for any           outstanding
Stock Option granted to a Participant under the Plan after the date           of grant or
allowing a Participant to surrender an outstanding Stock Option           granted under
the Plan to the Company as consideration for the grant of a new           Stock Option
with a lower exercise price.  



(h)    No
Rights as Shareholder. No Participant shall have any voting or           dividend
rights or other rights as a shareholder with respect to any Shares           subject to a
Stock Option granted under the Plan before the date of transfer to           the
Participant of a certificate or certificates for such Shares and recording           of
the Participant’s name on the Company’s shareholder ledger as the
          holder of record of such Shares.  



(i)    No
Right to Continue as Director. Nothing contained in the Plan or any
          agreement under the Plan will confer upon any Participant any right to continue
          to serve as a director of the Company.  



(j)    Severability. If
any provision of the Plan or any option agreement, if           any, or any Award (a) is
or becomes or is deemed to be invalid, illegal or           unenforceable in any
jurisdiction, or as to any person or Award, or (b) would           disqualify the Plan or
any option agreement under any law deemed applicable by           the Committee, then
such provision shall be construed or deemed amended to           conform to applicable
laws, or if it cannot be so construed or deemed amended           without, in the
determination of the Committee, materially altering the intent           of the Plan, any
option agreement, if any, or Award, such provision shall be           stricken as to such
jurisdiction, person or Award, and the remainder of the           Plan, any such option
agreement and any such Award shall remain in full force           and effect.  



(k)    Governing
Law. The validity, construction and effect of the Plan, any           option
agreement and any Award, and any actions taken under or relating to the           Plan,
any option agreement and any Award shall be determined in accordance with           the
laws of the State of Wisconsin and applicable federal law.  




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