4Stock-Based Compensation and Stock Ownership Plans

The Company’s current stock ownership plans allow for issuance of stock options to acquire shares of Class A common stock by key executives and non-employee directors. Current plans also allow for issuance of shares of restricted stock, units or stock appreciation rights in lieu of stock options.

At the February 28, 2013 Annual Shareholder Meeting, the Company’s shareholders approved the 2012 Johnson Outdoors Inc. Non-Employee Director Stock Ownership Plan (the “2012 Plan”) which provides for the issuance of up to 50,000 shares of Class A common stock pursuant to the terms of the 2012 Plan. The 2012 Plan became effective on December 5, 2012.

Under the Company’s 2010 Long-Term Stock Incentive Plan and the 2012 Non-Employee Director Stock Ownership Plan there were 764,058 shares of the Company’s Class A common stock available for grant to key executives and non-employee directors at March 29, 2013.

Stock Options

All stock options have been granted at a price not less than fair market value at the date of grant and all outstanding options are currently exercisable. Stock options generally have a term of 10 years.

All of the Company’s stock options outstanding are fully vested, with no further compensation expense to be recorded. There were no grants of stock options during any of the three and six month periods ended March 29, 2013 or March 30, 2012.

A summary of stock option activity for the six months ended March 29, 2013 related to the Company’s stock ownership plans is shown below.



	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (Years)
Outstanding and exercisable at September 28, 2012	23,366	$	15.39
Exercised	(8,300)		10.35
Outstanding and exercisable at March 29, 2013	15,066	$	18.16	$	84	1.8

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $23.84 as of March 29, 2013, which would have been received by the option holders had those option holders exercised their stock options as of that date.

The Company received cash proceeds from stock option exercises totaling $86 and $338 for the six month periods ending March 29, 2013 and March 30, 2012, respectively. The fair value of the stock received upon exercise of such options at their date of exercise during the six month periods ended March 29, 2013 and March 30, 2012 was $171 and $689, respectively.

Non-vested Stock

All shares of non-vested stock awarded by the Company have been granted at their fair market value on the date of grant and vest either immediately or within five years after the grant date. The fair value at date of grant is based on the number of shares granted and the average of the Company’s high and low Class A common stock price on the date of grant or, if the Company’s shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock price on the last preceding date on which the Company’s shares traded.

A summary of non-vested stock activity for the six months ended March 29, 2013 related to the Company’s stock ownership plans is as follows:



		Weighted Average
	Shares	Grant Price
Non-vested stock at September 28, 2012	493,548	$	11.95
Non-vested stock grants	70,545		20.66
Restricted stock vested	(177,684)		11.43
Non-vested stock at March 29, 2013	386,409	$	13.78

Non-vested stock grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of shares by tendering a portion of the vested shares back to the Company. Shares tendered back to the Company were 43,464 and 6,105 during the six month periods ended March 29, 2013 and March 30, 2012, respectively.

Stock compensation expense, net of forfeitures, related to non-vested stock was $346 and $544 for the three month periods ended March 29, 2013 and March 30, 2012, respectively, and $701 and $920 for the six month periods ended March 29, 2013 and March 30, 2012, respectively. Unrecognized compensation cost related to non-vested stock as of March 29, 2013 was $3,002, which amount will be amortized to expense through November 2016 or adjusted for changes in future estimated or actual forfeitures.

The fair value of restricted stock vested during the six month periods ended March 29, 2013 and March 30, 2012 was $3,628 and $486, respectively.

Restricted Stock Units

All stock units awarded by the Company have been granted at their fair market value on the date of grant and vest within one year after the grant date. The fair value at date of grant is based on the number of units granted and the average of the Company’s high and low Class A common stock price on the date of grant or, if the Company’s shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock trading price on the last preceding date on which the Company’s shares traded.

The Company issued 6,600 stock units at a weighted average grant price of $22.73 for the three and six month periods ended March 29, 2013. No restricted stock units were granted for the three and six month periods ended March 30, 2012.

Stock compensation expense, net of forfeitures, related to stock units was $13 for both the three and six month periods ended March 29, 2013. There was no stock compensation expense related to stock units during the three and six month periods ended March 30, 2012. Unrecognized compensation cost related to non-vested stock units as of March 29, 2013 was $138, which amount will be amortized to expense through February 2014 or adjusted for changes in future estimated or actual forfeitures.

The Company recognized income tax benefit on stock-based compensation expense of $136 and $207 for the three month periods ended March 29, 2013 and March 30, 2012, respectively, and $271 and $350 for the six month periods ended March 29, 2013 and March 30, 2012, respectively.

The Company recognized income tax benefit (expense) on exercises of stock options and vesting of non-vested stock of $(2) and $31 for the three month periods ended March 29, 2013 and March 30, 2012, respectively, and $(2) and $117 for the six month periods ended March 29, 2013 and March 30, 2012, respectively.

Employees’ Stock Purchase Plan

The Company’s shareholders have adopted the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan which provides for the issuance of shares of Class A common stock at a purchase price of not less than 85% of the fair market value of such shares on the date of grant or at the end of the offering period, whichever is lower.

No shares were issued under the Employees’ Stock Purchase Plan during the three and six month periods ended March 29, 2013 and March 30, 2012.