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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-02-000062.txt : 20020413
<SEC-HEADER>0000950124-02-000062.hdr.sgml : 20020413
ACCESSION NUMBER:		0000950124-02-000062
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020219
FILED AS OF DATE:		20020111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON OUTDOORS INC
		CENTRAL INDEX KEY:			0000788329
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3949]
		IRS NUMBER:				391536083
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16255
		FILM NUMBER:		2507465

	BUSINESS ADDRESS:	
		STREET 1:		1326 WILLOW RD
		CITY:			STURTEVANT
		STATE:			WI
		ZIP:			53177
		BUSINESS PHONE:		4148841500

	MAIL ADDRESS:	
		STREET 1:		1326 WILLOW RD
		STREET 2:		STE400
		CITY:			STURTEVANT
		STATE:			WI
		ZIP:			53177

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JOHNSON WORLDWIDE ASSOCIATES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>c66879ddef14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>
<PAGE>





                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the registrant [X]

     Filed by a party other than the registrant [ ]

     Check the appropriate box:

     [ ] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2)).

     [X] Definitive proxy statement.

     [ ] Definitive additional materials.

     [ ] Soliciting material pursuant to Rule 14a-12

                             Johnson Outdoors Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

     [X] No fee required.

     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

     (1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

     (2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

     (4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

     (5) Total fee paid:

- --------------------------------------------------------------------------------

     [ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

     [ ] Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

     (1) Amount Previously Paid:

- --------------------------------------------------------------------------------

     (2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

     (3) Filing Party:

- --------------------------------------------------------------------------------

     (4) Date Filed:

- --------------------------------------------------------------------------------





<PAGE>

                             JOHNSON OUTDOORS Logo

                             JOHNSON OUTDOORS INC.
                                1326 WILLOW ROAD
                          STURTEVANT, WISCONSIN 53177

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD FEBRUARY 19, 2002

To the Shareholders of
  JOHNSON OUTDOORS INC.

     The Annual Meeting of Shareholders of Johnson Outdoors Inc. will be held on
Tuesday, February 19, 2002 at 10:00 a.m., local time, at the Company's
Headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, for the
following purposes:

        1. To elect 6 directors to serve for the ensuing year.

        2. To consider and act upon a proposed amendment to the Johnson Outdoors
           Inc. 1987 Employees' Stock Purchase Plan to increase the number of
           shares of Class A common stock authorized for issuance from 150,000
           to 210,000.

        3. To consider and act upon a proposed amendment to the Johnson Outdoors
           Inc. 1994 Non-Employee Director Stock Ownership Plan to increase the
           number of shares of Class A common stock authorized for issuance from
           100,000 to 150,000.

        4. To transact such other business as may properly come before the
           meeting or any adjournment thereof.

     Shareholders of record at the close of business on Thursday, December 13,
2001 will be entitled to notice of and to vote at the meeting and any
adjournment or postponement thereof. Holders of Class A common stock, voting as
a separate class, are entitled to elect two directors and holders of Class B
common stock, voting as a separate class, are entitled to elect the remaining
directors.

     WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD FOR CLASS A COMMON STOCK AND/OR
THE PROXY CARD FOR CLASS B COMMON STOCK IN THE RETURN ENVELOPE PROVIDED IN ORDER
TO BE SURE THAT YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING.

                                          By Order of the Board of Directors

                                      /s/ PAUL A. LEHMANN
                                          PAUL A. LEHMANN
                                          Secretary

Sturtevant, Wisconsin
January 14, 2002
<PAGE>

                             JOHNSON OUTDOORS INC.
                                1326 WILLOW ROAD
                          STURTEVANT, WISCONSIN 53177

                                PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD FEBRUARY 19, 2002

     This Proxy Statement, which is first being mailed to shareholders on or
about January 14, 2002, is furnished in connection with the solicitation of
proxies by the Board of Directors of Johnson Outdoors Inc. (the "Company") to be
used at the Annual Meeting of Shareholders of the Company to be held on Tuesday,
February 19, 2002 at 10:00 a.m., local time, at the Company's Headquarters,
located at 1326 Willow Road, Sturtevant, Wisconsin, and at any adjournment or
postponement thereof ("Annual Meeting").

     Shareholders who execute proxies may revoke them at any time before they
are voted by written notice addressed to the Secretary at the Company's address
shown above, or by giving notice in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at the
Annual Meeting. Where a shareholder specifies a choice by means of a ballot
provided in the proxy, the shares will be voted in accordance with such
specification.

     The record date for shareholders entitled to notice of and to vote at the
Annual Meeting is December 13, 2001. On the record date, the Company had
outstanding and entitled to vote 6,945,762 shares of Class A common stock and
1,222,729 shares of Class B common stock. Holders of Class A common stock are
entitled to one vote per share for directors designated to be elected by holders
of Class A common stock and for other matters. Holders of Class B common stock
are entitled to one vote per share for directors designated to be elected by
holders of Class B common stock and ten votes per share for other matters.

                             ELECTION OF DIRECTORS

     Six directors are to be elected at the Annual Meeting to serve until the
next annual meeting of shareholders or until their respective successors have
been duly elected. Glenn N. Rupp, a director of the Company since 1997, will
retire as a director at the Annual Meeting. The Company's Articles of
Incorporation provide that holders of Class A common stock have the right to
elect 25% of the authorized number of directors and the holders of Class B
common stock are entitled to elect the remaining directors. At the Annual
Meeting, holders of Class A common stock will elect two directors and holders of
Class B common stock will elect four directors. Terry E. London and John M.
Fahey, Jr. (the "Class A Directors") are the nominees designated to be voted on
by the holders of Class A common stock, and Samuel C. Johnson, Helen P.
Johnson-Leipold, Thomas F. Pyle, Jr. and Gregory E. Lawton (the "Class B
Directors") are the nominees designated to be voted on by the holders of Class B
common stock.

     Proxies received from holders of Class A common stock will, unless
otherwise directed, be voted for the election of the nominees designated to be
voted on by the holders of Class A common stock and proxies received from
holders of Class B common stock will, unless otherwise directed, be voted for
the election of the nominees designated to be voted on by the holders of Class B
common stock. Proxies of holders of Class A common stock cannot be voted for
more than two persons and proxies of holders of Class B common stock

                                        1
<PAGE>

cannot be voted for more than four persons. Class A Directors are elected by a
plurality of the votes cast by the holders of Class A common stock and Class B
Directors are elected by a plurality of the votes cast by the holders of Class B
common stock, in each case at a meeting at which a quorum is present.
"Plurality" means that the individuals who receive the largest number of votes
cast by holders of the class of common stock entitled to vote in the election of
such directors are elected as directors up to the maximum number of directors to
be chosen at the meeting by such class. Consequently, any shares not voted on
this matter (whether by abstention, broker non-vote or otherwise) will have no
effect on the election of directors, except to the extent the failure to vote
for an individual results in that individual not receiving a sufficient number
of votes to be elected.

     Listed below are the nominees of the Board of Directors for election at the
Annual Meeting. Each of the nominees is presently a director of the Company. If
any of the nominees should be unable or unwilling to serve, the proxies,
pursuant to the authority granted to them by the Board of Directors, will have
discretionary authority to select and vote for substituted nominees. The Board
of Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve.

<Table>
<Caption>
                                                         BUSINESS EXPERIENCE                  DIRECTOR
                 NAME                    AGE            DURING LAST FIVE YEARS                 SINCE
                 ----                    ---            ----------------------                --------
<S>                                      <C>    <C>                                           <C>
Samuel C. Johnson......................  73     Chairman Emeritus of S.C. Johnson &             1970
                                                Son, Inc. (SCJ) (manufacturer of
                                                household maintenance and industrial
                                                products). Chairman of Johnson
                                                International (banking and insurance).
                                                Chairman of the Board of the Company
                                                from January 1994 to March 1999.
                                                Chairman of SCJ from 1988 until
                                                October 2000. Director of H.J. Heinz
                                                Company. Mr. Johnson is the father of
                                                Helen P. Johnson-Leipold.

Thomas F. Pyle, Jr.....................  60     Vice Chairman of the Board of the               1987
                                                Company since October 1997. Chairman
                                                of The Pyle Group since September 1996
                                                (financial services and investments).
                                                Chairman, President and Chief
                                                Executive Officer of Rayovac
                                                Corporation (manufacturer of batteries
                                                and lighting products) from 1982 until
                                                September 1996. Director of Sub Zero
                                                Corporation.
</Table>

                                        2
<PAGE>

<Table>
<Caption>
                                                         BUSINESS EXPERIENCE                  DIRECTOR
                 NAME                    AGE            DURING LAST FIVE YEARS                 SINCE
                 ----                    ---            ----------------------                --------
<S>                                      <C>    <C>                                           <C>
Helen P. Johnson-Leipold...............  44     Chairman and Chief Executive Officer            1994
                                                of the Company since March 1999. Vice
                                                President, Worldwide Consumer
                                                Products-Marketing of SCJ from
                                                September 1998 to March 1999. Vice
                                                President, Personal and Home Care
                                                Products of SCJ from October 1997 to
                                                September 1998. Executive Vice
                                                President -- North American Businesses
                                                of the Company from October 1995 until
                                                July 1997. Ms. Johnson-Leipold is the
                                                daughter of Samuel C. Johnson.
Gregory E. Lawton......................  51     President and Chief Executive Officer           1997
                                                of Johnson Wax Professional
                                                (manufacturer of industrial
                                                maintenance products) since January
                                                1999. President and Chief Executive
                                                Officer of NuTone, Inc. (manufacturer
                                                of ventilation fans, intercom systems
                                                and other home products) from July
                                                1994 to January 1999. Director of SCJ
                                                Commercial Markets, Inc., General
                                                Cable Corporation and Superior Metal
                                                Products, Inc.
Terry E. London........................  52     President of London Partners LLC since          1999
                                                July, 2001 (private investments). From
                                                May 1997 to July 2000, President and
                                                Chief Executive Officer and a Director
                                                of Gaylord Entertainment Company
                                                (Gaylord) (hospitality and
                                                attractions, creative content and
                                                interactive media). Executive Vice
                                                President and Chief Operating Officer
                                                of Gaylord from March 1997 to May
                                                1997. Senior Vice President and Chief
                                                Financial and Administrative Officer
                                                of Gaylord from September 1993 to
                                                March 1997.
</Table>

                                        3
<PAGE>

<Table>
<Caption>
                                                         BUSINESS EXPERIENCE                  DIRECTOR
                 NAME                    AGE            DURING LAST FIVE YEARS                 SINCE
                 ----                    ---            ----------------------                --------
<S>                                      <C>    <C>                                           <C>
John M. Fahey, Jr......................  49     President and Chief Executive Officer           2001
                                                and Chairman of the Executive
                                                Committee of the Board of Trustees of
                                                the National Geographic Society
                                                (Society) since March 1998 (nonprofit
                                                scientific and educational
                                                organization). From April 1996 to
                                                February 1998, President and Chief
                                                Executive Officer of NGV, Inc.
                                                (National Geographic Ventures, the
                                                Society's separate wholly-owned,
                                                taxable subsidiary). Director of Jason
                                                Foundation for Education.
</Table>

COMMITTEES

     The Board of Directors has standing Executive, Audit, Compensation and
Stock Committees and does not have a nominating committee.

     The Executive Committee assists the Board of Directors in developing and
evaluating general corporate policies and objectives and, subject to certain
limitations, has the power to exercise fully the powers of the Board of
Directors. Present members of the Executive Committee are Messrs. Johnson
(Chairman) and Pyle and Ms. Johnson-Leipold.

     The Audit Committee presently consists of Messrs. Rupp (Chairman), Pyle and
London, each of whom is independent as defined in Rule 4200(a)(15) of the
listing standards of the National Association of Securities Dealers, Inc. The
Audit Committee's primary duties and responsibilities are to: (1) serve as an
independent and objective party to monitor the Company's financial reporting
process and internal control system; (2) review and appraise the audit efforts
of the Company's independent auditors and internal auditors (if any); and (3)
provide an open avenue of communication among the independent auditors,
financial and senior management, the internal auditors, and the Board of
Directors.

     The Compensation Committee presently consists of Messrs. Pyle (Chairman),
Rupp and London. The Compensation Committee determines all compensation and
benefits, except for equity-based compensation, of the executive officers and
key employees of the Company.

     The Stock Committee presently consists of Messrs. London (Chairman), Pyle
and Rupp. The Stock Committee determines all equity-based compensation for
executive officers and key employees of the Company. The Stock Committee
administers the Johnson Outdoors Inc. Amended and Restated 1986 Stock Option
Plan, the Johnson Outdoors Inc. 1987 Employees' Stock Purchase Plan, the Johnson
Outdoors Inc. 1994 Long-Term Stock Incentive Plan and the Johnson Outdoors Inc.
2000 Long-Term Stock Incentive Plan.

     Committee assignments will be reviewed prior to or at the next meeting of
the Board of Directors to be held in 2002.

AUDIT COMMITTEE REPORT

     In accordance with its written charter adopted by the Board of Directors
the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the financial
reporting practices of the Company.

                                        4
<PAGE>

     In discharging its oversight responsibility as to the audit process, the
Audit Committee discussed with the independent auditors their independence from
the Company and its management. In addition, the independent auditors provided
the Audit Committee with written disclosure respecting their independence and
the letter required by Independence Standards Board No. 1 ("Independence
Discussions with Audit Committees").

     The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61 ("Communication with
Audit Committees") and, with and without management present, discussed and
reviewed the results of the independent auditors' examination of the Company's
consolidated financial statements.

     The Audit Committee reviewed the audited consolidated financial statements
of the Company for the fiscal year ended September 28, 2001 with management and
the independent auditors. Management has the responsibility for the preparation
of the Company's financial statements and the independent auditors have the
responsibility for the examination of those statements.

     Based upon the above-mentioned review and discussions with management and
the independent auditors, the Audit Committee recommended to the Board of
Directors that the Company's audited consolidated financial statements be
included in its Annual Report on Form 10-K for the fiscal year ended September
28, 2001 for filing with the Securities and Exchange Commission.

     This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, and shall not otherwise be deemed filed under such Acts.

                                             The Audit Committee of the Board of
                                             Directors

                                             Glenn N. Rupp, Chairman
                                             Thomas F. Pyle, Jr.
                                             Terry E. London

MEETINGS AND ATTENDANCE

     During the year ended September 28, 2001, there were five meetings of the
Board of Directors, four meetings of the Audit Committee, two meetings of the
Compensation Committee, no meetings of the Stock Committee (all actions were
taken by unanimous written consent) and no meetings of the Executive Committee.
All directors attended at least 75% of the meetings of the Board of Directors
and at least 75% of the meetings of the committees on which they serve with the
exception of Mr. Rupp, who attended three of the five meetings of the Board of
Directors and one of the two meetings of the Compensation Committee.

COMPENSATION OF DIRECTORS

     Retainer and Fees. Each director who is not an employee of the Company
("non-employee director") is entitled to receive an annual retainer of $20,000
and $1,000 for each meeting of the Board of Directors and each committee meeting
attended. The Vice Chairman of the Board receives an additional annual retainer
of $40,000. Non-employee directors are also entitled to receive an annual
retainer for serving on committees of the Board of Directors as follows: the
Chairman of each committee receives $3,500 and the other members each receive
$1,000.

                                        5
<PAGE>

     Stock-Based Plans. The Company maintains the Johnson Outdoors Inc. 1994
Non-Employee Director Stock Ownership Plan (the "1994 Director Plan"), which was
approved by shareholders on January 27, 1994. The 1994 Director Plan provides
for up to 100,000 shares of Class A common stock to be issued to non-employee
directors. The plan provides that upon first being elected or appointed as a
director of the Company, and thereafter, on the first business day after the
Company's annual meeting of shareholders, that each non-employee director of the
Company automatically receives a combined stock option and restricted stock
award in each year during the existence of the 1994 Director Plan. The award is
intended to deliver a greater portion of director compensation in the form of
equity, with the aggregate award providing an annual economic value of $20,000.
The annual economic value is equally divided between restricted stock awards and
stock options, with the basis for the division as follows: the restricted stock
shares at the fair market value on date of award, and the stock options valued
by an outside compensation consultant, based on a recognized stock option
valuation model.

     The exercise price for options is the fair market value of a share of Class
A common stock on the date of grant. Options have a term of ten years and become
fully exercisable one year after the date of grant. The shares of Class A common
stock granted to non-employee directors in the form of restricted stock awards,
can not be sold or otherwise transferred while the non-employee director remains
a director of the Company and thereafter the restrictions will lapse. However, a
non-employee director may transfer the shares to any trust or other estate in
which the director has a substantial interest or a trust of which the director
serves as trustee or to his or her spouse and certain other related persons,
provided the shares will continue to be subject to the transfer restrictions
described above.

     On February 1, 2001, 3,000 stock options and 1,600 shares of restricted
stock were awarded to each of the non-employee directors of the Company at that
time (Messrs. Johnson, Pyle, Lawton, Rupp and London).

                    STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

     The following table sets forth certain information at November 1, 2001
regarding the beneficial ownership of each class of the Company's common stock
by each director (the ownership of Mr. Fahey is as of December 13, 2001 when he
became a director), each person known by the Company to own beneficially more
than 5% of either class of the Company's common stock, each executive officer
named in the Summary Compensation Table set forth below, and all directors and
executive officers as a group based upon information furnished by such persons.
Except as indicated in the footnotes, the persons listed have sole voting and
investment power over the shares beneficially owned.

<Table>
<Caption>
                                              CLASS A COMMON STOCK(1)            CLASS B COMMON STOCK(1)
                                          -------------------------------    -------------------------------
                                                            PERCENTAGE OF                      PERCENTAGE OF
                                          NUMBER OF             CLASS        NUMBER OF             CLASS
            NAME AND ADDRESS               SHARES            OUTSTANDING      SHARES            OUTSTANDING
            ----------------              ---------         -------------    ---------         -------------
<S>                                       <C>               <C>              <C>               <C>
Samuel C. Johnson.......................  2,541,517(2)(3)       36.6%        1,062,330(2)(4)       86.9%
  4041 North Main Street
  Racine, Wisconsin 53402
Imogene P. Johnson......................     33,043(4)             *         1,037,330(4)          84.8
  4041 North Main Street
  Racine, Wisconsin 53402
</Table>

                                        6
<PAGE>

<Table>
<Caption>
                                              CLASS A COMMON STOCK(1)            CLASS B COMMON STOCK(1)
                                          -------------------------------    -------------------------------
                                                            PERCENTAGE OF                      PERCENTAGE OF
                                          NUMBER OF             CLASS        NUMBER OF             CLASS
            NAME AND ADDRESS               SHARES            OUTSTANDING      SHARES            OUTSTANDING
            ----------------              ---------         -------------    ---------         -------------
<S>                                       <C>               <C>              <C>               <C>
JWA Consolidated, Inc...................    114,464(5)           1.6         1,037,330(4)          84.8
  4041 North Main Street
  Racine, Wisconsin 53402
Johnson Trust Co........................    517,367(6)           7.4           142,616(6)          11.7
  4041 North Main Street
  Racine, Wisconsin 53402
Helen P. Johnson-Leipold................    516,280(5)(7)(8)     7.4         1,056,722(4)(6)(8)    86.4
  4041 North Main Street
  Racine, Wisconsin 53402
Dimensional Fund Advisors Inc...........    544,500(9)           7.8(9)             --               --
  1299 Ocean Avenue
  Santa Monica, CA 90401
Patrick J. O'Brien......................     95,994(10)          1.4                --               --
Mamdouh Ashour..........................     76,599(11)          1.1                --               --
Thomas F. Pyle, Jr......................     23,729(12)            *                --               --
Gregory E. Lawton.......................      8,100(13)            *                --               --
Glenn N. Rupp...........................      8,100(13)            *                --               --
Terry E. London.........................      8,100(13)            *                --               --
Paul A. Lehmann.........................        261(14)            *                --               --
John M. Fahey, Jr.......................      1,348                *                --               --
All directors and executive officers as
  a group (10 persons)..................  3,280,028(4)(5)(6)     47.2        1,081,722(2)(4)       88.5
                                                   (8)(15)                            (6)(8)
</Table>

- ---------------
  *  The amount shown is less than 1% of the outstanding shares of such class.

 (1) Shares of Class B common stock ("Class B Shares") are convertible on a
     share-for-share basis into shares of Class A common stock ("Class A
     Shares") at any time at the discretion of the holder thereof. As a result,
     a holder of Class B Shares is deemed to beneficially own an equal number of
     Class A Shares. However, in order to avoid overstatement of the aggregate
     beneficial ownership of Class A Shares and Class B Shares, the Class A
     Shares reported in the table do not include Class A Shares which may be
     acquired upon the conversion of Class B Shares.

 (2) Shares reported by Mr. Johnson include 98,000 Class A Shares and 1,037,330
     Class B Shares over which Mr. Johnson may be deemed to share voting power
     and investment power. The 98,000 Class A Shares are held of record by a
     corporation controlled by Mr. Johnson through various trusts. The 1,037,330
     Class B Shares are held of record by the Johnson Outdoors Inc. Class B
     Common Stock Voting Trust ("Voting Trust") of which certain trusts of which
     Mr. Johnson serves as sole trustee are Voting Trust unit holders. Mr.
     Johnson owns 1,897,477 Class A Shares and 47,046 Class B Shares as sole
     trustee of a trust for his benefit and reports beneficial ownership of the
     remaining Class A Shares and Class B Shares indirectly as the sole trustee
     of a trust for the benefit of Mr. Johnson, members of his

                                        7
<PAGE>

     family or related entities (the "Johnson Family"), as the sole trustee of a
     shareholder of certain corporations, or pursuant to options to acquire
     Class A Shares. Not included in the number of Class A Shares or Class B
     Shares beneficially owned by Mr. Johnson are Class A Shares or Class B
     Shares held by Mr. Johnson's wife, Imogene P. Johnson, by family
     partnerships of which Mr. Johnson is not a general partner, or does not
     directly or indirectly control a general partner, by corporations in which
     all of the common stock is beneficially owned by Mr. Johnson's adult
     children or by Johnson Trust Company, Inc. ("JT"), except as otherwise
     noted.

 (3) Includes options to acquire 5,948 Class A Shares, which options are
     exercisable within 60 days.

 (4) Shares reported by Mrs. Johnson include 1,037,330 Class B Shares directly
     held by the Voting Trust and over which Mrs. Johnson has shared voting
     power and shared investment power as sole trustee of the Voting Trust, and
     all of which are also reported as beneficially owned by Mr. Johnson, Ms.
     Johnson-Leipold and JWA Consolidated, Inc. as Voting Trust unit holders.
     Mrs. Johnson reports the remaining shares as personally owned.

 (5) The 114,464 Class A Shares are also reported as beneficially owned by Ms.
     Johnson-Leipold as sole trustee of the Samuel C. Johnson Family Trust,
     which controls JWA Consolidated, Inc.

 (6) Includes 467,851 Class A Shares and 75,992 Class B Shares over which JT has
     shared voting power and shared investment power, of which 19,392 Class B
     Shares are also reported as beneficially owned by Ms. Johnson-Leipold. JT
     reports beneficial ownership of the Class A Shares and Class B Shares
     reflected in the table as sole trustee of various trusts principally for
     the benefit of members of the Johnson Family. Mr. Johnson is directly or
     indirectly the controlling shareholder of JT.

 (7) Includes options to acquire 91,666 Class A Shares, which options are
     exercisable within 60 days and 2,516 shares held by the Company's 401(k)
     Retirement and Savings Plan, over which the reporting person has sole
     voting power.

 (8) Includes 272,586 Class A Shares and 1,056,722 Class B Shares over which Ms.
     Johnson-Leipold has shared voting power and shared investment power, all of
     which are reported as beneficially owned by JT. Ms. Johnson-Leipold
     beneficially owns such Class A Shares and Class B Shares indirectly as the
     settlor and beneficiary of a trust and through such trust as a general
     partner of certain limited partnerships controlled by the Johnson Family
     and as a controlling shareholder, with trusts for the benefit of Mr.
     Johnson and his adult children, of certain corporations.

 (9) The information is based on a report on Schedule 13G, dated December 31,
     2000, filed by Dimensional Fund Advisors Inc., a registered investment
     advisor ("Dimensional") with the Securities and Exchange Commission.
     Dimensional reported sole voting and sole dispositive power with respect to
     all of the reported shares. Dimensional disclaims beneficial ownership of
     all of the reported shares, which are owned by advisory clients of
     Dimensional.

(10) Includes options to acquire 89,665 Class A Shares, which options are
     exercisable within 60 days, and 1,079 shares held by the Company's 401(k)
     Retirement and Savings Plan, over which the reporting person has sole
     voting power.

(11) Includes 1,800 Class A Shares over which Mr. Ashour has sole voting and
     investment power as sole trustee of a trust for his family members and
     options to acquire 60,499 Class A Shares, which options are exercisable
     within 60 days.

(12) Includes options to acquire 15,948 Class A Shares, which options are
     exercisable within 60 days.

(13) Includes options to acquire 5,000 Class A Shares, which options are
     exercisable within 60 days.

                                        8
<PAGE>

(14) Includes 261 shares held by the Company's 401(k) Retirement and Savings
     Plan, over which the reporting person has sole voting power.

(15) Includes options to acquire 278,726 Class A Shares for all officers and
     directors as a group, which options are exercisable within 60 days.

     At November 1, 2001, the Johnson Family beneficially owned 3,285,346 Class
A Shares, or approximately 47.3% of the outstanding Class A Shares, and
1,168,366 Class B Shares, or approximately 95.6% of the outstanding Class B
Shares.

                                        9
<PAGE>

                             EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board of Directors is responsible for all
compensation and benefits provided to the Company's Chief Executive Officer,
other executive officers and key employees, except for equity-based
compensation. All equity-based compensation decisions are made by the Stock
Committee of the Board of Directors, which is comprised of the members of the
Compensation Committee. Set forth below is a report explaining the rationale
underlying fundamental executive compensation decisions affecting the Company's
executive officers, including the executive officers named in the Summary
Compensation Table (the "Named Executive Officers").

OVERALL COMPENSATION PHILOSOPHY

     The Company's program is designed to align compensation with Company
performance, business strategy, Company values and management initiatives. The
Company's overall compensation objectives will provide a competitive total
compensation program designed to attract and retain high quality individuals and
maintain a performance oriented culture that fosters increased shareholder
value. The compensation policy is as follows:

     - Base salaries will be targeted at a level that allows the Company to
       attract, retain, and motivate, with the framework for such decisions
       based on a review of the appropriate labor markets.

     - Incentive plans will be targeted above the competitive median and will be
       widely used so that employees participate based on relevant Company, team
       and individual performance.

     - All compensation programs will be designed to add shareholder value.

     The Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified financial goals and the executive's
success in meeting specific performance goals. As an executive's level of
responsibility increases, a greater portion of total compensation is based on
performance-based incentive compensation and less on salary and employee
benefits, creating the potential for greater variability in the individual's
compensation level from year to year. The mix, level and structure of
performance-based incentive elements reflect market industry practices as well
as the executive's role and relative impact on business results.

     The Compensation Committee continually monitors the operation of the
Company's executive compensation program. This monitoring includes a biannual
report from independent compensation consultants assessing the effectiveness of
the Company's compensation program by comparing the Company's executive
compensation to a general industry group that is reflective of the national
labor market from which many companies recruit for executive and managerial
talent (the "Comparator Group"). The Compensation Committee reviews the
selection of companies used for this analysis and believes that these companies
fairly represent the Company's competitors for executive talent.

     The Compensation Committee determines the compensation of the Chief
Executive Officer and sets policies for, reviews and approves the
recommendations of management (subject to such adjustments as may be deemed
appropriate by the Committee) with respect to the compensation awarded to other
executive officers and other key employees (including the other Named Executive
Officers).

                                        10
<PAGE>

     The key elements of the Company's executive compensation program consist of
base salary, annual bonus and long-term stock incentives. Senior executive
compensation packages are increasingly weighted toward programs contingent upon
the Company's performance. As a result, actual compensation levels of senior
executives in any particular year may vary within the range of compensation
levels of the competitive marketplace based on the Company's actual performance
and its prior year's financial results. Although the Compensation Committee
believes strongly in offering compensation opportunities competitive with those
of comparable members in the Company's industry, the most important
considerations in setting annual compensation are Company performance and
individual contributions. A general description of the elements of the Company's
compensation package, including the basis for the compensation awarded to the
Company's Chief Executive Officer for 2001, follows.

BASE SALARY

     Base salaries are initially determined by evaluating the responsibilities
of the position, the experience of the individual and the salaries for
comparable positions in the competitive marketplace. Base salary levels for the
Company's executive officers are generally positioned to be competitive with
comparable positions in the Comparator Group. The Compensation Committee
annually reviews each executive officer's base salary. In determining salary
adjustments for executive officers, the Committee considers various factors,
including the individual's performance and contribution, the average percentage
pay level for similar positions and the Company's performance. In the case of
executive officers with responsibility for a particular business unit, such
unit's financial results are also considered. The Compensation Committee, where
appropriate, also considers nonfinancial performance measures such as
improvements in product quality, manufacturing efficiency gains and the
enhancement of relations with Company customers and employees. The Compensation
Committee exercises discretion in setting base salaries within the guidelines
discussed above.

     Effective January 1, 2001, Ms. Johnson-Leipold's annualized base salary was
increased from $397,500 to $420,000 to reflect the Compensation Committee's
assessment of the factors listed above.

BONUS PROGRAM

     The Compensation Committee recognizes the importance of aligning executive
compensation with the interests of the shareholders and believes that
improvement in economic value provides an excellent measure of shareholder
returns. Accordingly, the Board of Directors adopted the Johnson Outdoors Key
Executive Bonus Plan ("Plan") in fiscal 2001. The Plan is comprised of two
elements which are as follows:

     - Achievement of personalized individual objectives; and

     - Performance against the Company's Johnson Value Measurement ("JVM")
       matrix.

     The use of individual objectives allows for the establishment of goals that
each Plan participant can best impact, which include, but are not limited to:
profitability, sales growth, operations efficiency, market share growth,
organizational development, or new item introductions.

     The "JVM" component is aimed directly at improving economic value. For
fiscal year 2001, the matrix included goals for sales growth and return on
capital. The annual award is derived from a matrix of potential levels of
achievement against flexible, annually established goals that take into
consideration factors such as past performance, current market conditions,
competition, growth, capital structure needs, and return on operating capital.
The goals support the attainment of increased shareholder returns while
responding to changes both in the Company's business and the overall business
environment.

                                        11
<PAGE>

     Against target, individual payouts range from 0-200%, and, in all cases,
the greater percentage of bonus targets are Johnson Value Measurement ("JVM")
based.

     The Company's executive officers are included in the Plan. Target bonuses
ranging from 40% to 100% of an executive's base salary are established by the
Compensation Committee for each executive officer at the beginning of the year.
Target award opportunities are competitive with industry practices. The Plan
includes approximately 100 participants.

     The Compensation Committee retains the final authority to approve
individual bonuses and may, at its sole discretion, reduce or eliminate bonuses
determined under the Plan formula. In 2001, the Compensation Committee approved
a bonus of $41,023 for Ms. Johnson-Leipold.

LONG-TERM STOCK INCENTIVES

     Long-term stock incentives are designed to encourage and create significant
ownership of Company stock by key executives, thereby promoting a close identity
of interests between the Company's management and its shareholders. Another
objective of long-term stock incentives is to encourage and reward executives
for long-term strategic management and the enhancement of shareholder value. The
Company's equity-based award practices are designed to be competitive with those
offered by other recreation and sporting goods companies and other leading
manufacturing companies in Wisconsin. To this end, the Stock Committee considers
recommendations from the Company's independent compensation consultants in
determining the level of equity-based awards. The Company currently grants two
forms of long-term stock incentives: stock options and, on a more selective
basis, restricted stock.

     Stock Options. Under the Company's 2000 Long-Term Stock Incentive Plan,
1994 Long-Term Stock Incentive Plan and the 1986 Stock Option Plan, nonqualified
stock options have been the primary form of long-term incentive compensation.
Options typically are granted annually, with the size of grants varying based on
several factors, including the executive's level of responsibility and past
contributions to the Company as well as the practices of peer companies.
Consideration is also given to a person's potential for future responsibility
and promotion. The number of shares covered by grants generally reflects
competitive industry practices. Stock options are granted with an exercise price
equal to the market price of the common stock on the date of grant. Stock
options granted in 2000 vest ratably over a three year period. Vesting schedules
are designed to encourage the creation of shareholder value over the long-term
since the full benefit of the compensation package cannot be realized unless
stock price appreciation occurs over a number of years.

     Stock option grants in 2001 reflect the considerations discussed above. On
December 11, 2000, Ms. Johnson-Leipold received options to purchase 30,000
shares at an exercise price of $5.3125 per share.

     Restricted Stock. The Company has a Restricted Stock Plan, which was
adopted in 1986. The 2000 Long-Term Stock Incentive Plan and the 1994 Long-Term
Stock Incentive Plan also allow for the issuance of restricted stock. Under
these plans, grants are made on a highly selective basis to executive officers.
From time to time, current executives may receive grants of restricted stock to
recognize corporate successes and individual contributions. The Stock Committee
decides appropriate award amounts based on the circumstances of the situation
(for example, in the case of a new hire, the level of the position to be filled
and the qualifications of the executive sought to fill that role).

                                        12
<PAGE>

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

     It is anticipated that all 2001 compensation to executives will be fully
deductible under Section 162(m) of the Internal Revenue Code and therefore the
Compensation Committee determined that a policy with respect to qualifying
compensation paid to executive officers for deductibility is not necessary.

COMPENSATION COMMITTEE

    Thomas F. Pyle, Jr. (Chairman)
     Glenn N. Rupp
     Terry E. London

                                        13
<PAGE>

SUMMARY COMPENSATION INFORMATION

     The following table sets forth certain information concerning compensation
paid for the last three fiscal years to the Chief Executive Officer and each of
the Company's executive officers.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                                                   ------------------------
                                              ANNUAL COMPENSATION                                SECURITIES
                                -----------------------------------------------    RESTRICTED    UNDERLYING
                                                                 OTHER ANNUAL        STOCK         STOCK          ALL OTHER
NAME AND PRINCIPAL POSITION(S)  YEAR     SALARY     BONUS(6)    COMPENSATION(7)    AWARDS(8)      OPTIONS      COMPENSATION(9)
- ------------------------------  ----     ------     --------    ---------------    ----------    ----------    ---------------
<S>                             <C>     <C>         <C>         <C>                <C>           <C>           <C>
Helen P. Johnson-Leipold......  2001    $414,375    $41,023         $    --              --        30,000          $55,513
Chairman and Chief              2000     391,875    372,900              --              --        30,000           53,490
Executive Officer(1)            1999     199,000(5) 130,200              --         132,400(5)     85,000           25,800
Patrick J. O'Brien............  2001     307,230     79,519              --              --        25,000           40,578
President and Chief             2000     290,500    248,900              --              --        25,000           40,050
Operating Officer(2)            1999     132,600     73,700              --          24,600        97,000           16,300
Paul A. Lehmann...............  2001      96,461     18,100              --              --        20,000           10,117
Vice President and              2000          --         --              --              --            --               --
Chief Financial Officer,        1999          --         --              --              --            --               --
Secretary(3)
Mamdouh Ashour................  2001     272,750     95,899          65,020              --        10,000          232,456
Group Vice President            2000     261,625    147,300          71,200              --         8,500          209,410
and President --                1999     257,500         --          48,600              --         7,500          143,900
Worldwide Diving(4)
</Table>

FOOTNOTES TO SUMMARY COMPENSATION TABLE

(1) Ms. Johnson-Leipold has been Chairman and Chief Executive Officer since
    March 1999.

(2) Mr. O'Brien has been President and Chief Operating Officer since April 1999.

(3) Mr. Lehmann has been Vice President and Chief Financial Officer since May
    2001.

(4) Mr. Ashour has been a Group Vice President of the Company since October 1997
    and President -- Worldwide Diving since August 1996. From 1994 to August
    1996, he served as President of Scubapro Europe.

(5) Does not include restricted stock awards or amounts paid for services as a
    director of the Company during the applicable year. No such awards were
    granted or services paid while Ms. Johnson-Leipold was an employee of the
    Company.

(6) The amounts in the table for the year ended September 28, 2001 consist of
    amounts accrued under the bonus program.

(7) The amounts in the table consist of reimbursements for the payment of U.S.
    taxes by Mr. Ashour. The amount of the perquisites and other personal
    benefits, securities or property paid to each of the Named Executive
    Officers is less than the lesser of $50,000 or 10% of the total annual
    salary and bonus paid to such Named Executive Officer.

(8) The amounts in the table reflect the market value on the date of grant (net
    of any consideration paid by the Named Executive Officer) of restricted
    shares of Class A common stock awarded under the 1994 Long-Term Stock
    Incentive Plan. The number of restricted (unvested) shares held by the Named

                                        14
<PAGE>

    Executive Officers and the market value of such shares (net of any
    consideration paid by the Named Executive Officers) as of September 28, 2001
    were as follows: Ms. Johnson-Leipold, 5,000 shares ($32,100) and Mr. O'Brien
    1,000 shares ($6,400). Ms. Johnson-Leipold received an award of 15,000
    shares of restricted stock on March 22, 1999. Mr. O'Brien received an award
    of 3,000 shares of restricted stock on April 12, 1999. One-third of the
    shares awarded to Ms. Johnson-Leipold and Mr. O'Brien vest on each
    successive anniversary of the date of award. Holders of restricted shares
    are entitled to receive dividends, if any, on such shares.

(9) The amounts in the table for the year ended September 28, 2001 consist of
    the following:

     (a) Amounts to be credited for qualified retirement contributions are
         $13,600 for Ms. Johnson-Leipold, $13,600 for Mr. O'Brien, $7,717 for
         Mr. Lehmann and $13,600 for Mr. Ashour.

     (b) Company matching contributions to the executives' 401(k) plan accounts
         during the year ended September 28, 2001 of $5,250 for Ms.
         Johnson-Leipold, $5,250 for Mr. O'Brien, $2,400 for Mr. Lehmann and
         $5,250 for Mr. Ashour.

     (c) Company contributions to the executives' non-qualified plan accounts
         during the year ended September 28, 2001 of $36,663 for Ms.
         Johnson-Leipold, $21,728 for Mr. O'Brien, $0 for Mr. Lehmann and
         $14,648 for Mr. Ashour.

     (d) $198,958 paid to Mr. Ashour for expatriate cost of living and income
         tax allowances.

                                        15
<PAGE>

STOCK-BASED COMPENSATION

     The following table provides details regarding stock options granted to the
Named Executive Officers in fiscal 2001 under the Johnson Outdoors Inc. 1994
Long-Term Stock Incentive Plan and the Johnson Outdoors Inc. 2000 Long-Term
Stock Incentive Plan. In addition, this table shows hypothetical gains that
would exist for the respective options granted to the Named Executive Officers.
These gains are based on assumed rates of annual compound stock price
appreciation of 5% and 10% from the date the options were granted over the full
option term.

                          OPTION GRANTS IN FISCAL 2001

<Table>
<Caption>
                                                                                           POTENTIAL REALIZABLE VALUES
                             NUMBER OF                                                       AT ASSUMED ANNUAL RATES
                             SECURITIES      % OF TOTAL                                    OF STOCK PRICE APPRECIATION
                             UNDERLYING    OPTIONS GRANTED    EXERCISE OR                        FOR OPTION TERM
                              OPTIONS      TO EMPLOYEES IN    BASE PRICE     EXPIRATION    ---------------------------
           NAME               GRANTED        FISCAL YEAR       ($/SHARE)        DATE           5%              10%
           ----              ----------    ---------------    -----------    ----------        --              ---
<S>                          <C>           <C>                <C>            <C>           <C>              <C>
Helen P Johnson-Leipold....    30,000(1)        13%             $5.3125       12/11/10      $100,230         $254,003
Patrick J. O'Brien.........    25,000(1)         11              5.3125       12/11/10        83,525          211,669
Paul A. Lehmann............    20,000(2)          9               6.140         5/7/11        72,993          188,968
Mamdouh Ashour.............    10,000(1)          4              5.3125       12/11/10        33,410           84,668
</Table>

- ---------------
(1) One-third of the options vest and become exercisable each successive year
    after grant, commencing December 11, 2001.

(2) One-third of the options vest and become exercisable each successive year
    after grant, commencing May 7, 2002.

     The following table shows stock option exercises by the Named Executive
Officers during fiscal 2001. In addition, this table includes the number of
shares remaining covered by both "exercisable" (i.e., vested) and
"unexercisable" (i.e., unvested) stock options as of September 28, 2001. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
September 28, 2001 closing price of the Class A common stock of $6.47.

                 AGGREGATE OPTION EXERCISES IN FISCAL 2001 AND
                       FISCAL 2001 YEAR-END OPTION VALUES

<Table>
<Caption>
                                                                NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                                                               UNDERLYING UNEXERCISED               IN-THE-MONEY
                                   SHARES                        OPTIONS AT 9/28/01              OPTIONS AT 9/28/01
                                  ACQUIRED       VALUE      ----------------------------    ----------------------------
            NAME                 ON EXERCISE    REALIZED    EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
            ----                 -----------    --------    -----------    -------------    -----------    -------------
<S>                              <C>            <C>         <C>            <C>              <C>            <C>
Helen P Johnson-Leipold......        --            $--        71,666          78,334            $--             $--
Patrick J. O'Brien...........        --            --         72,999          74,001            --              --
Paul A. Lehmann..............        --            --              0          20,000            --              --
Mamdouh Ashour...............        --            --         51,833          18,167            --              --
</Table>

                                        16
<PAGE>

TOTAL SHAREHOLDER RETURN

     The graph below compares on a cumulative basis the yearly percentage change
since September 27, 1996 in (a) the total return to shareholders on the Class A
common stock with (b) the total return on the Nasdaq Stock Market-U.S. Index;
(c) the total return on the Russell 2000 Index and (d) the total return on a
self-constructed peer group index. The peer group consists of the Company, K2,
Inc., Brunswick Corporation and Huffy Corporation. The graph assumes $100 was
invested on September 27, 1996 in Class A common stock, the Nasdaq Stock
Market-U.S. Index, the Russell 2000 Index and the peer group index.

                                  [LINE GRAPH]

<Table>
<Caption>
                                     9/27/96     10/3/97    10/2/98    10/1/99    9/29/00    9/28/01
                                     -------     -------    -------    -------    -------    -------
<S>                                  <C>         <C>        <C>        <C>        <C>        <C>
Johnson Outdoors...................  $100.00     $119.30    $59.65     $62.72     $48.69     $ 45.41
Nasdaq Market Index (U.S.).........   100.00     139.41     132.51     226.42     301.57      123.27
Russell 2000 Index.................   100.00     135.23     104.09     127.64     158.91      125.21
Peer Group.........................   100.00     142.19      63.25      95.24      75.41       66.67
</Table>

                       AMENDMENT OF JOHNSON OUTDOORS INC.
                      1987 EMPLOYEES' STOCK PURCHASE PLAN

GENERAL

     The proposed amendment to the Johnson Outdoors Inc. 1987 Employees' Stock
Purchase Plan (the "1987 Plan") would increase the number of shares reserved for
issuance under the 1987 Plan from 150,000 to 210,000.

     The 1987 Plan was originally adopted by the Board of Directors on December
11, 1987 and approved by the shareholders on January 28, 1988. The Board of
Directors approved the above amendment to the 1987 Plan on September 24, 2001,
subject to shareholder approval.

                                        17
<PAGE>

PURPOSE

     The purpose of the 1987 Plan is to provide employees of the Company and its
subsidiaries with the opportunity to purchase shares of Class A common stock and
thereby share in the ownership of the Company.

ADMINISTRATION

     The 1987 Plan is required to be administered by a committee of the Board
(the "Committee") consisting of not less than two directors who are
disinterested persons within the meaning of Rule 16b-3 under the Exchange Act.
The Stock Committee currently serves as the administrator of the 1987 Plan.
Among other functions, the Committee has authority to establish the terms and
conditions for grants of purchase rights and adopt such rules or regulations
which may be necessary or advisable for the operation of the 1987 Plan.

STOCK SUBJECT TO PLAN

     The 1987 Plan currently reserves 150,000 shares of Class A common stock for
issuance under the 1987 Plan, subject to appropriate adjustment in the event of
payment of stock dividends or changes in the common stock by reason of a stock
split, reorganization, recapitalization, merger, consolidation or similar event.
As of September 28, 2001, 16,792 shares remained available for future grants of
purchase rights. The proposed amendment reserves 60,000 additional shares of
Class A common stock for issuance under the 1987 Plan. The proposed increase
reflects the need for additional shares for future purchase rights.

ELIGIBILITY

     The 1987 Plan currently provides that all full-time employees of
corporations (from the group consisting of the Company, its parent and
subsidiary corporations) designated by the Committee may participate
(approximately 1,000 persons), other than any highly compensated employee who is
a president, vice president or director level employee. No employee may
participate if he would own, directly or indirectly, 5% or more of the total
combined voting power or value of all classes of Company common stock.

AWARDS UNDER THE 1987 PLAN

     Rights to purchase a maximum of 250 shares (unless otherwise determined by
the Committee) will be granted to eligible employees on such dates as may be
determined by the Committee. The purchase price per share will be the lesser of
either 85% of the fair market value of the Class A common stock on the first day
of the offer and 85% of the fair market value of the Class A common stock at the
end of the Purchase Period (as defined below). The Committee may specify the
aggregate number of shares of Class A common stock available for purchase by all
eligible employees during a Purchase Period.

EXERCISE

     All purchase rights are exercisable, in whole or in part, at any time
during the 30-day period following the date of grant (the "Purchase Period");
provided, however, that no employee may exercise his purchase rights for less
than the minimum number of shares designated by the Committee and provided,
further, that an exercise will not be effective until the last day of the
Purchase Period. Each purchase right granted under the 1987 Plan will expire at
the end of the Purchase Period.

     In the event the employees exercise rights to purchase an aggregate number
of shares in excess of the maximum number available during a Purchase Period,
the Committee may adjust the number of shares which

                                        18
<PAGE>

may be purchased by an employee according to such non-discriminatory rules and
regulations as the Committee may establish.

TERMINATION AND AMENDMENT

     The 1987 Plan will terminate on such date as may be determined by the Board
of Directors. The Board of Directors may amend or terminate the 1987 Plan,
provided that unless approved by the shareholders, no amendment will (i)
increase the maximum number of shares of Class A common stock which may be
purchased under the 1987 Plan, except as permitted by the anti-dilution
provisions of the 1987 Plan; (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 1987 Plan.

LIMITS ON TRANSFERABILITY

     Purchase rights are not transferable other than by will or the laws of
descent and distribution and are exercisable during an employee's lifetime only
by the employee. In the event of termination of employment of an employee, all
rights of the employee under the 1987 Plan will terminate.

FEDERAL INCOME TAX CONSEQUENCES

     No income is recognized by an employee on the grant or exercise of a
purchase right granted under the 1987 Plan. If the shares acquired upon exercise
are held for at least two years from the date of grant and one year from the
date of exercise, or in the event of the employee's death (whenever occurring)
while owning the shares, the lesser of the discount portion of the option price
(discount from fair market value at time of grant) or the actual gain will be
ordinary income (however, the Company will not be allowed a deduction for this
amount); any excess will be a long-term capital gain (in the case of a sale) or
eligible for a step-up in basis in accordance with rules normally applicable
with respect to stock held by a decedent on death. If the stock is disposed of
prior to the expiration of the above holding periods (other than on account of
death), the excess of the fair market value at the time of exercise over the
option price will be treated as ordinary income to the employee and the Company
will be allowed a deduction in this amount. Any additional gain is a long-term
or short-term capital gain depending on the holding period. If the amount
realized on the sale is less than the fair market value at the time of exercise,
the amount of ordinary income (and amount deductible by the Company) is limited
to the amount of gain realized.

FUTURE GRANTS

     It is anticipated that none of the Company's executive and senior officers,
including the Named Executive Officers, will participate in the 1987 Plan. It is
presently anticipated that all other employees will be given the opportunity to
purchase shares under the 1987 Plan in 2002.

     On December 13, 2001, the last reported sales price per share of the Class
A common stock on The Nasdaq Stock Market(R) was $7.35.

VOTE REQUIRED

     The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendment to the 1987 Plan; provided that a majority of the outstanding
shares of the Company's common stock are voted on the proposal. Assuming such
proviso is

                                        19
<PAGE>

met, any shares not voted at the meeting (whether by broker non-votes or
otherwise, except abstention) have no impact on the vote. Shares as to which
holders abstain from voting will be treated as votes against the proposal.

     The Board recommends a vote "FOR" the proposed amendment to the 1987 Plan.
The shares represented by the proxies received will be voted FOR approval of the
proposed amendment, unless a vote against such approval or to abstain from
voting is specifically indicated on the proxy.

                     AMENDMENT TO THE JOHNSON OUTDOORS INC.
                1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN

GENERAL

     The proposed amendment to the Johnson Outdoors Inc. 1994 Non-Employee
Director Stock Ownership Plan (the "1994 Director Plan") would increase the
number of shares reserved for issuance under the 1994 Director Plan from 100,000
to 150,000.

     The 1994 Director Plan was originally adopted by the Board of Directors on
December 10, 1993 and approved by the shareholders on January 27, 1994. The
Board of Directors approved the above amendment to the 1994 Director Plan on
December 13, 2001, subject to shareholder approval.

     The 1994 Director Plan provides for the granting of nonqualified stock
options and restricted stock to non-employee directors of the Company. Of the
100,000 shares currently authorized for issuance under the 1994 Director Plan,
approximately 30,500 shares are available for grants of options and restricted
stock.

PURPOSE

     The purpose of the amendment is to make additional shares available for
issuance under the 1994 Director Plan as a means to promote the long-term growth
and financial success of 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.

ADMINISTRATION

     Each non-employee director automatically receives grants of specified
awards under the 1994 Director Plan. Accordingly, the 1994 Director Plan is
intended to be self-governing. Any questions of interpretation are resolved by
the Board.

STOCK SUBJECT TO PLAN

     The 1994 Director Plan currently reserves 100,000 shares of Class A common
stock for issuance, subject to appropriate adjustments in the event of payment
of stock dividends or changes in the common stock by reason of a stock split,
reorganization, recapitalization, merger, consolidation or similar event. The
proposed amendment reserves 50,000 additional shares of Class A common stock for
issuance under the 1994 Director Plan.

                                        20
<PAGE>

TERMS OF AWARDS

     Participants. Each director of the Company who is not also an employee of
the Company automatically participates in the 1994 Director Plan. The Company
currently has six directors entitled to receive awards under the 1994 Director
Plan.

     The plan provides that upon first being elected or appointed as a director
of the Company, and thereafter, on the first business day after the Company's
annual meeting of shareholders, that each non-employee director of the Company
automatically receives a combined stock option and restricted stock award in
each year during the existence of the 1994 Director Plan. The award is intended
to deliver a greater portion of director compensation in the form of equity,
with the aggregate award providing an annual economic value of $20,000. The
annual economic value is equally divided between restricted stock awards and
stock options, with the basis for the division as follows: the restricted stock
shares at the fair market value on date of award, and the stock options valued
by an outside compensation consultant, based on a recognized stock option
valuation model.

     The exercise price for options is the fair market value of a share of Class
A common stock on the date of grant. Options have a term of ten years and become
fully exercisable one year after the date of grant. The shares of Class A common
stock granted to non-employee directors in the form of restricted stock awards,
can not be sold or otherwise transferred while the non-employee director remains
a director of the Company and thereafter the restrictions will lapse. However, a
non-employee director may transfer the shares to any trust or other estate in
which the director has a substantial interest or a trust of which the director
serves as trustee or to his or her spouse and certain other related persons,
provided the shares will continue to be subject to the transfer restrictions
described above.

ADJUSTMENTS

     In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spinoff, recapitalization or other distribution
affecting the Class A common stock such that an adjustment is determined by the
Board to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Board may, in such manner as it deems equitable, adjust any or all of
(i) the number and type of shares that may be issued under the 1994 Director
Plan, and (ii) the number and type and exercise price of shares subject to
outstanding options. Adjustments will be made only as necessary, with respect to
options, to maintain the proportionate interest of the option holder and
preserve, without exceeding the value of such option and, with respect to stock
awards subject to grant, to maintain the relative proportionate interest
represented by such shares immediately prior to any such event.

AMENDMENT AND TERMINATION

     The Board may amend, suspend or terminate the 1994 Director Plan at any
time, except that no such action may adversely affect any outstanding award
without the approval of the participant. No award can be made under the 1994
Director Plan after January 27, 2004.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Stock Options. The grant of a stock option under the 1994 Director Plan
creates no income tax consequences to the non-employee director or the Company.
A non-employee director generally recognizes ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the Class

                                        21
<PAGE>

A common stock at such time over the exercise price. The Company is entitled to
a deduction in the same amount and at the same time as ordinary income is
recognized by the non-employee director. A subsequent disposition of the Class A
common stock gives rise to capital gain or loss to the extent the amount
realized from the sale differs from the tax basis, i.e., the fair market value
of the Class A common stock on the date of exercise. This capital gain or loss
is a long-term capital gain or loss if the Class A common stock has been held
for more than the required holding period for income tax purposes from the date
of exercise.

     Stock Awards. A non-employee director recognizes ordinary income as of the
date of the award in an amount equal to the fair market value of such restricted
stock on the date of the award. The Company is entitled to a corresponding
deduction in the same amount and at the same time as the participant recognizes
income. Any cash dividends received with respect to the restricted stock are
treated as dividend income to the participant in the year of payment and are not
deductible by the Company. Any otherwise taxable disposition of the restricted
stock results in capital gain or loss (long-term or short-term depending on the
holding period).

     On February 1, 2001, 3,000 stock options and 1,600 shares of restricted
stock were awarded to each of the non-employee directors of the Company at that
time (Messrs. Johnson, Pyle, Lawton, Rupp and London).

VOTE REQUIRED

     The affirmative vote of a majority of the votes represented and voted at
the Annual Meeting (assuming a quorum is present) is required to approve the
proposed amendment to the 1994 Director Plan. Any shares not voted at the Annual
Meeting (whether by broker non-votes or otherwise, except abstentions), will
have no impact on the vote. Shares as to which holders abstain from voting will
be treated as votes against the proposal.

     The Board recommends a vote "FOR" the proposed amendment to the 1994
Director Plan. The shares represented by the proxies received will be voted FOR
approval of the proposed amendment, unless a vote against such approval or to
abstain from voting is specifically indicated on the proxy.

                              CERTAIN TRANSACTIONS

     The Company purchases certain services from S.C. Johnson & Son, Inc. and
other organizations controlled by Samuel C. Johnson, a director of the Company,
and the Johnson Family (including Helen P. Johnson-Leipold, Chairman and Chief
Executive Officer of the Company) including consulting and administrative
services. The Company believes that the amounts paid to these organizations are
no greater than the fair market value of the services. The total amount incurred
by the Company for the foregoing services during the fiscal year ended September
28, 2001 was approximately $546,000.

                              INDEPENDENT AUDITORS

     On May 3, 2001, the Company notified KPMG LLP ("KPMG") that its appointment
as principal accountants would be terminated effective upon completion of KPMG's
limited review of the Company's results for the second quarter of the fiscal
year ended September 28, 2001. Prior to this dismissal, KPMG was engaged by the
Company as the principal accountants to audit the Company's financial
statements. The Company's Audit Committee approved the decision to change
independent accountants.

                                        22
<PAGE>

     The reports of KPMG on the financial statements for the two fiscal years
immediately prior to KPMG's dismissal contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.

     In connection with KPMG's audits for the two fiscal years immediately prior
to KPMG's dismissal and through May 3, 2001, the Company had no disagreements
with KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of KPMG would have caused KPMG to make reference
thereto in their report on the financial statements for such years.

     On May 3, 2001, the Company engaged Arthur Andersen LLP ("Andersen") to
serve as independent auditors for the purpose of auditing the consolidated
financial statements of the Company for the fiscal year ended September 28,
2001. During the two fiscal years immediately preceding the engagement of
Andersen and through May 3, 2001, the Company had not consulted with Andersen
regarding any of the matters identified in Item 304(a)(2)(i) or (ii) of
Regulation S-K.

     In connection with the fiscal year ended September 28, 2001, KPMG and
Andersen provided various audit and non-audit services to the Company and billed
the Company for these services as follows:

     a)  Audit Fees. Aggregate fees billed to the Company by KPMG for
         professional services rendered for the review of the Company's
         financial statements for the fiscal year ended September 28, 2001
         totaled $47,500. Aggregate fees billed to the Company by Andersen for
         professional services rendered for the audit and review of the
         Company's financial statements for the fiscal year ended September 28,
         2001 totaled $279,060.

     b)  Financial Information Systems Design and Implementation Fees. KPMG did
         not render any services to the Company respecting financial information
         systems design and implementation during the fiscal year ended
         September 28, 2001. Andersen did not render any services to the Company
         respecting financial information systems design and implementation
         during the fiscal year ended September 28, 2001.

     c)  All Other Fees. KPMG did not render any non-audit services to the
         Company during the fiscal year ended September 28, 2001. Aggregate fees
         billed to the Company by Andersen for non-audit services rendered for
         the fiscal year ended September 28, 2001 to the Company, including tax
         related services, totaled $119,639.

     The Audit Committee has considered whether the provision of the non-audit
services related to sections (b) and (c) above was compatible with maintaining
the independence of KPMG and Andersen and determined that such services did not
adversely affect the independence of KPMG or Andersen.

     Representatives of Andersen will be present at the Annual Meeting and will
have an opportunity to make a statement if they so desire and to respond to
appropriate questions. The Board of Directors will not choose independent public
accountants for the purpose of auditing the consolidated financial statements of
the Company for the year ending September 27, 2002 until after the 2002 Annual
Meeting of Shareholders.

                             SHAREHOLDER PROPOSALS

     All shareholder proposals pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Rule 14a-8"), for presentation at the 2003
Annual Meeting of Shareholders must be received at the offices of the Company,
1326 Willow Road, Sturtevant, Wisconsin 53177 by September 16, 2002 for

                                        23
<PAGE>

inclusion in the proxy statement and form of proxy relating to the meeting. In
addition, a shareholder who otherwise intends to present business at the 2003
Annual Meeting of Shareholders must comply with the requirements set forth in
the Company's Bylaws. Among other things, to bring business before an annual
meeting, a shareholder must give written notice thereof, complying with the
Bylaws, to the Secretary of the Company not more than 90 days prior to the date
of such annual meeting and not less than the close of business on the later of
(i) the 60th day prior to such annual meeting and (ii) the 10th day following
the day on which public announcement of the date of such meeting is first made.
Under the Bylaws, if the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals
shareholders intend to present at the 2003 Annual Meeting of Shareholders but do
not intend to have included in the Company's proxy statement and form of proxy
for such meeting) prior to the close of business on December 22, 2001 (assuming
a February 19, 2003 meeting date), then the notice will be considered untimely
and the Company will not be required to present such proposal at the 2003 Annual
Meeting of Shareholders. If the Board of Directors chooses to present such
proposal at the 2003 Annual Meeting of Shareholders, then the persons named in
proxies solicited by the Board of Directors for the 2003 Annual Meeting of
Shareholders may exercise discretionary voting power with respect to such
proposal. The 2003 Annual Meeting of Shareholders is tentatively scheduled to be
held on February 19, 2003.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and more than 10% shareholders to file with the
Securities and Exchange Commission reports on prescribed forms of their
ownership and changes in ownership of Company stock and furnish copies of such
forms to the Company. Based solely on a review of the copies of such forms
furnished to the Company, or written representations that no Form 5 was required
to be filed, the Company believes that during the year ended September 28, 2001,
all reports required by Section 16(a) to be filed by the Company's officers,
directors and more than 10% shareholders were filed on a timely basis, except
that the statements of beneficial ownership of securities on Form 5 for Patrick
J. O'Brien, President and Chief Operating Officer, and for Mamdouh Ashour, Group
Vice President, were inadvertently filed late.

                                 OTHER MATTERS

     The Company has filed an Annual Report on Form 10-K with the Securities and
Exchange Commission for the fiscal year ended September 28, 2001. This Form 10-K
will be bound with the Company's 2001 Annual Report to Shareholders and mailed
to each person who is a record or beneficial holder of shares of Class A common
stock or Class B common stock on the record date for the Annual Meeting. Other
requests for copies of the Form 10-K should be addressed to the Secretary,
Johnson Outdoors Inc., 1326 Willow Road, Sturtevant, Wisconsin 53177 or via the
internet to: corporate@johnsonoutdoors.com.

     The cost of soliciting proxies will be borne by the Company. The Company
expects to solicit proxies primarily by mail. Proxies may also be solicited in
person or by telephone by certain officers and employees of the Company. It is
not anticipated that anyone will be specially engaged to solicit proxies or that
special compensation will be paid for that purpose. The Company will reimburse
brokers and other nominees for their reasonable expenses in communicating with
the persons for whom they hold stock of the Company.

                                        24
<PAGE>

     Neither the Board of Directors nor management intends to bring before the
Annual Meeting any matters other than those referred to in the Notice of Annual
Meeting and this Proxy Statement. In the event that any other matters shall
properly come before the Annual Meeting, it is the intention of the persons
named in the proxy forms to vote the shares represented by each such proxy in
accordance with their judgment on such matters.

                                          By Order of the Board of Directors

                                      /s/ PAUL A. LEHMANN
                                          PAUL A. LEHMANN
                                          Secretary

                                        25
<PAGE>
CLASS A COMMON STOCK                PROXY

                              JOHNSON OUTDOORS INC.
           ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 19, 2002

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                              JOHNSON OUTDOORS INC.

The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD and PAUL A.
LEHMANN, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class A
common stock of Johnson Outdoors Inc. that the undersigned is entitled to vote
at the Annual Meeting of Shareholders of such corporation to be held at its
headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, on Tuesday,
February 19, 2002, at 10:00 a.m. local time, and at any adjournment or
postponement thereof:

The Board of Directors recommends a vote FOR Items 1, 2 and 3.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2 AND 3.

The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.





               DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

<TABLE>
<S><C>



                                              JOHNSON OUTDOORS INC. 2002 ANNUAL MEETING

1.   ELECTION OF DIRECTORS                                                           [ ] FOR all nominees    [ ] WITHHOLD AUTHORITY
     By Holders of Class A common stock   1- TERRY E. LONDON   2 - JOHN M. FAHEY, JR.    listed to the left      to vote for all
                                                                                         (except as specified    nominees listed to
                                                                                         below).                 the left.

                                                                                 ---------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee,         |                                                 |
write the number(s) of the nominee(s) in the box provided to the right.) ------> |                                                 |
                                                                                 ---------------------------------------------------

2.   Approval of the proposed amendment to the Johnson Outdoors Inc. 1987
     Employees' Stock Purchase Plan to increase the number of shares              [ ] FOR          [ ] AGAINST      [ ] ABSTAIN
     of Class A common stock authorized for issuance from 150,000 to
     210,000.

3.   Approval of the proposed amendment to the Johnson Outdoors Inc. 1994         [ ] FOR          [ ] AGAINST      [ ] ABSTAIN
     Non-Employee Director Stock Ownership Plan to increase the number of
     shares of Class A common stock authorized for issuance from 100,000
     to 150,000.

4.   In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual
     Meeting.

Check appropriate box                       Date:                                         NO. OF SHARES
Indicate changes below:                          --------------------------
Address Change?     [ ]   Name Change?    [ ]                                    ---------------------------------------------------
                                                                                 |                                                 |
                                                                                 ---------------------------------------------------

                                                                                  SIGNATURE(S) IN BOX

                                                                                  Note: Please sign exactly as your name appears
                                                                                  on your stock certificate. Joint owners should
                                                                                  each sign personally. A corporation should sign
                                                                                  full corporate name by duly authorized officers
                                                                                  and affix corporate seal, if any. When signing as
                                                                                  attorney, executor, administrator, trustee or
                                                                                  guardian, give full title as such.
</TABLE>


<PAGE>


CLASS B COMMON STOCK                PROXY

                              JOHNSON OUTDOORS INC.
           ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 19, 2002

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                              JOHNSON OUTDOORS INC.

The undersigned constitutes and appoints HELEN P. JOHNSON-LEIPOLD and PAUL A.
LEHMANN, and each of them, each with full power to act without the other, and
each with full power of substitution, the true and lawful proxies of the
undersigned, to represent and vote, as designated below, all shares of Class A
common stock of Johnson Outdoors Inc. that the undersigned is entitled to vote
at the Annual Meeting of Shareholders of such corporation to be held at its
headquarters, located at 1326 Willow Road, Sturtevant, Wisconsin, on Tuesday,
February 19, 2002, at 10:00 a.m. local time, and at any adjournment or
postponement thereof:

The Board of Directors recommends a vote FOR Items 1, 2 and 3.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1 AND FOR ITEMS 2 AND 3.

The undersigned acknowledges receipt of the Notice of said Annual Meeting and
the accompanying Proxy Statement and Annual Report.





               DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

<TABLE>
<S><C>



                                              JOHNSON OUTDOORS INC. 2002 ANNUAL MEETING

1.   ELECTION OF DIRECTORS                                                            [ ] FOR all nominees    [ ] WITHHOLD AUTHORITY
     By Holders of Class B common  1- SAMUEL C. JOHNSON   2 - HELEN P. JOHNSON-LEIPOLD    listed to the left      to vote for all
     stock                         3- THOMAS F. PYLE, JR. 4 - GREGORY E. LAWTON           (except as specified    nominees listed to
                                                                                          below).                 the left.

                                                                                 ---------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee,         |                                                 |
write the number(s) of the nominee(s) in the box provided to the right.) ------> |                                                 |
                                                                                 ---------------------------------------------------

2.   Approval of the proposed amendment to the Johnson Outdoors Inc. 1987
     Employees' Stock Purchase Plan to increase the number of shares of           [ ] FOR          [ ] AGAINST        [ ] ABSTAIN
     Class A common stock authorized for issuance from 150,000 to 210,000.

3.   Approval of the proposed amendment to the Johnson Outdoors Inc. 1994         [ ] FOR          [ ] AGAINST        [ ] ABSTAIN
     Non-Employee Director Stock Ownership Plan to increase the number
     of shares of Class A common stock authorized for issuance from 100,000
     to 150,000.

4.   In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual
     Meeting.

Check appropriate box                           Date:                                         NO. OF SHARES
Indicate changes below:                              ---------------------------
Address Change?     [ ]   Name Change?     [ ]                                   ---------------------------------------------------
                                                                                 |                                                 |
                                                                                 ---------------------------------------------------

                                                                                      SIGNATURE(S) IN BOX

                                                                                      Note: Please sign exactly as your name appears
                                                                                      on your stock certificate. Joint owners should
                                                                                      each sign personally. A corporation should
                                                                                      sign full corporate name by duly authorized
                                                                                      officers and affix corporate seal, if any.
                                                                                      When signing as attorney, executor,
                                                                                      administrator, trustee or guardian, give full
                                                                                      title as such.

</TABLE>



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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