8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2009

LaCROSSE FOOTWEAR, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-23800	39-1446816
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

17634 NE Airport Way, Portland, Oregon 97230
(Address of principal executive offices, including zip code)

(503) 262-0110
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2010 Incentive Compensation Program

On December 9, 2009, the Compensation Committee of the Board of Directors of LaCrosse Footwear, Inc. (the “Company”) approved the Company’s 2010 Annual Incentive Compensation Plan (the “Incentive Program”). Executive officers and other non-union employees who meet certain conditions will be eligible to participate in the Incentive Program. The actual incentive compensation payout, if any, is based on pro-rated annual base pay (plus overtime earnings). If Company annual financial goals are met, the employee will receive 100% of target incentive compensation. The percentage of base salary and earnings that is paid as incentive compensation increases in the event the Company achieves greater than 100% of its annual financial goals and decreases in the event that the Company achieves less than 100% of such annual goals. The Incentive Program is subject to minimum threshold levels for net sales growth and operating profit. If the operating profit minimum threshold is not met, there can be no incentive compensation payment. The Incentive Program description as distributed to the Company’s non-union employees is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Incentive Program does not purport to be complete and is qualified in its entirety by reference to such exhibit.

2010 Compensation of Executive Officers

On December 9, 2009, the Compensation Committee of the Company’s Board of Directors approved the 2010 salary, incentive compensation and equity compensation for the Company’s executive officers.

Effective March 1, 2010, the annual base salary of Joseph P. Schneider, the Company’s President and Chief Executive Officer, will be set at $455,000. Mr. Schneider will be eligible to receive additional compensation under the Incentive Program as described in the first paragraph of this Current Report. If 100% of the Incentive Program goals are achieved, Mr. Schneider will be eligible to receive incentive compensation equal to 100% of his 2010 pro-rated annual base salary. Effective January 4, 2010, Mr. Schneider will be awarded a stock option exercisable for 20,250 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on January 4, 2010.

Effective March 1, 2010, the annual base salary of David P. Carlson, the Company’s Executive Vice President and Chief Financial Officer, will be set at $320,000. Mr. Carlson will be eligible to receive additional compensation under the Incentive Program as described in the first paragraph of this Current Report. If 100% of the Incentive Program goals are achieved, Mr. Carlson will be eligible to receive incentive compensation equal to 70% of his pro-rated 2010 annual base salary. Effective January 4, 2010, Mr. Carlson will be awarded a stock option exercisable for 15,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on January 4, 2010.

Effective March 1, 2010, the annual base salary of Kirk S. Nichols, the Company’s Vice President of Sales, will be set at $180,000. Mr. Nichols will be eligible to receive additional compensation under the Incentive Program as described in the first paragraph of this Current Report. If 100% of the Incentive Program goals are achieved, Mr. Nichols will be eligible to receive incentive compensation equal to 40% of his 2010 pro-rated annual base salary. Effective January 4, 2010, Mr. Nichols will be awarded a stock option exercisable for 5,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on January 4, 2010.

Effective March 1, 2010, the annual base salary of C. Kirk Layton, the Company’s Vice President of Finance and Corporate Controller, will be set at $182,000. Mr. Layton will be eligible to receive additional compensation under the Incentive Program as described in the first paragraph of this Current Report. If 100% of the Incentive Program goals are achieved, Mr. Layton will be eligible to receive incentive compensation equal to 35% of his 2010 pro-rated annual base salary. Effective January 4, 2010, Mr. Layton will be awarded a stock option exercisable for 2,500 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on January 4, 2010.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
No.	Description
10.1	LaCrosse Footwear, Inc. 2010 Annual Incentive Compensation Plan Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

	LaCROSSE FOOTWEAR, INC.
Dated: December 11, 2009	By:	/s/ David P.Carlson
		David P. Carlson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
10.1	LaCrosse Footwear, Inc. 2010 Annual Incentive Compensation Plan Document

EX-10.1

EXHIBIT 10.1

LaCrosse Footwear, Inc.

2010 Annual Incentive Compensation Plan Document

Objective/Overview

The LaCrosse Footwear Inc. Incentive Compensation Plan is designed to reward performance based on the achievement of desired annual corporate results. The LaCrosse Incentive Compensation Plan seeks to drive positive performance by targeting our greatest opportunity to increase shareholder value, which we’ve identified as profitable sales growth. The financial metrics for 2010 are sales growth and profitability.

LaCrosse funds the Incentive Compensation Plan solely from Company profits. The Company must achieve at least 75% of planned/budgeted 2010 operating profit dollars in order for any Incentive Compensation payout, regardless of the achievement of any other performance metric. Our Board of Directors approves the budgeted net sales and operating profit annually.

The guidelines for the 2010 Incentive Compensation Plan are as follows:

Plan Year and Eligibility Requirements

The incentive compensation measurement plan year runs from January 1^st through December 31^st. All non-union LFI employees are eligible for the Incentive Compensation Plan unless the individual is on a Sales Commission Plan. No employee can be on more than one incentive compensation plan. Employees hired during the Plan year are eligible effective with their date of hire.

The employee must be actively employed by the Company on the payment date in order to receive any incentive compensation. Incentive compensation is not earned until paid. Payment date is anticipated to be by the end of the first quarter of the following year, but is at the discretion of the Company.

An employee must have a minimum individual performance rating of “3” to be eligible to receive any incentive compensation payout. An employee whose last overall performance rating is “1” or a “2” or is on written warning, will not be eligible to receive incentive compensation until such time as the associated corrective action plan has been successfully completed.

Incentive Payout Calculation

The actual incentive compensation payout, if any, is based on pro-rated annual base pay (plus overtime earnings).

An individual’s incentive target compensation is set as a percentage of annual base pay. The incentive target compensation level for each employee is commensurate with his or her duties and responsibilities within the organization. The target levels are reviewed annually and employees are notified of any changes. Changes in target incentive compensation percentage are pro-rated for the months each rate is in effect.

Communication

To assure the success of our Incentive Compensation Plan, we will inform each participant of their target compensation percentage and the specific corporate performance targets. In addition, we will provide an update of the Company’s operating results and incentive compensation targets on a quarterly basis.

Company’s Discretion

The Company has full authority to modify, change, amend or terminate this plan at its complete discretion.

FINANCIAL COMPONENT

The financial component or metric will be computed at the corporate level as follows:

50%          net sales growth
50%          operating profit

50% — NET SALES GROWTH

Incentive payouts will be computed according to budgeted Net Sales.

Results versus Goal	Incentive Compensation Amount
< 94% of budget net sales dollars	No incentive compensation payout on this portion.
Equal to or > 94% of budget net sales dollars	I.C. based on an incremental scale. There is no cap.

50% — OPERATING PROFIT

Incentive payouts will be computed according to Corporate Operating Profit.

Results versus Goal	Incentive Compensation Amount
< 75% of budget dollar amount	No incentive compensation payout on entire plan.
Equal to or >75% of budgeted Op. Profit $	I.C. based on an incremental scale. There is no cap.

Extraordinary Items and Board of Director Approval:

Extraordinary items will be evaluated by the Compensation Committee of the LaCrosse Board of Directors on a case-by-case basis as to the impact on incentive compensation. The definition of extraordinary items are items/events which are non-recurring and are not reflective of the on-going operation of the business as well as considered beyond management control.

All payments are subject to Compensation Committee recommendation and Board of Director approval, after year-end financial statements have been audited.