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, 2005

LaCROSSE FOOTWEAR, INC.

(Exact name of registrant as specified in its charter)

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

18550 NE Riverside Parkway, Portland, Oregon 97230

(Address of principal executive offices, including zip code)

(503) 776-1010

(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))

TABLE OF CONTENTS

	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

(a) 2006 Incentive Compensation Program

     On December 9, 2005, the Board of Directors of LaCrosse Footwear, Inc. (the “Company”) approved the Company’s 2006 incentive compensation program (the “Incentive Program”). Executive officers and other employees who meet certain conditions will be eligible to participate in the Incentive Program. The Incentive Program provides for payment of incentive compensation equal to a percentage of the employee’s base salary. If Company goals are met, the employee will receive 100% of target incentive compensation. The percentage of annual base salary that is paid as incentive compensation increases in the event the Company achieves greater than 100% of the goals. The Incentive Program is based on minimum threshold levels for revenue growth, operating profit, and inventory turns. In addition, if the operating profit threshold is not met, there can be no incentive payment. The Incentive Program description as distributed to the Company’s 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.

(b) 2006 Compensation of Executive Officers

     On December 9, 2005, the Company’s Board of Directors approved the 2006 salary, incentive compensation and equity compensation for the Company’s executive officers.

     Effective January 1, 2006, the annual base salary of Joseph P. Schneider, the Company’s President and Chief Executive Officer, was set at $410,000. Mr. Schneider will be eligible to receive additional compensation under the Incentive Program. If 100% of the Incentive Program goals are achieved, Mr. Schneider will be eligible to receive incentive compensation equal to 100% of his 2006 annual base salary as described in Item 1.01(a) of this Current Report. Effective January 2, 2006, Mr. Schneider will be awarded a stock option exercisable for 27,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on January 2, 2006.

     Effective January 1, 2006, the annual base salary of David P. Carlson, the Company’s Executive Vice President and Chief Financial Officer, was set at $285,000. Mr. Carlson will be eligible to receive additional compensation under the Incentive Program. If 100% of the Incentive Program goals are achieved, Mr. Carlson will be eligible to receive incentive compensation equal to 70% of his 2006 annual base salary as described in Item 1.01(a) of this Current Report. Effective January 2, 2006, Mr. Carlson will be awarded a stock option exercisable for 20,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on January 2, 2006.

     Effective March 1, 2006, the annual base salary of David Strouse, the Company’s Vice President of Product Development, was set at $175,000. Mr. Strouse will be eligible to receive additional compensation under the Incentive Program. If 100% of the Incentive Program goals are achieved, Mr. Strouse will be eligible to receive incentive compensation equal to 40% of his 2006 annual base salary as described in Item 1.01(a) of this Current Report. Effective January 2, 2006, Mr.

2

     Strouse will be awarded a stock option exercisable for 5,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on January 2, 2006.

     Effective March 1, 2006, the annual base salary of Darrin McClintock, the Company’s Vice President of Industrial Sales, was set at $145,000. Mr. McClintock will be eligible to receive additional compensation under the Incentive Program. If 100% of the Incentive Program goals are achieved, Mr. McClintock will be eligible to receive incentive compensation equal to 40% of his 2006 annual base salary as described in Item 1.01(a) of this Current Report. Effective January 2, 2006, Mr. McClintock will be awarded a stock option exercisable for 2,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on January 2, 2006.

     Effective March 1, 2006, the annual base salary of Aaron G. Atkinson, the Company’s Corporate Controller, was set at $140,000. Mr. Atkinson will be eligible to receive additional compensation under the Incentive Program. If 100% of the Incentive Program goals are achieved, Mr. Atkinson will be eligible to receive incentive compensation equal to 25% of his 2006 annual base salary as described in Item 1.01(a) of this Current Report. Effective January 2, 2006, Mr. Atkinson will be awarded a stock option exercisable for 3,500 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on January 2, 2006.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.	Description
10.1	LaCrosse Footwear, Inc. 2006 Annual Incentive Compensation Plan Document

3

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 12, 2005	By:	/s/ David P. Carlson
		David P. Carlson
		Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Exhibit No.	Description
10.1	LaCrosse Footwear, Inc. 2006 Annual Incentive Compensation Plan Document

5

EX-10.1

                                                                    EXHIBIT 10.1

LACROSSE FOOTWEAR, INC.
2006 ANNUAL INCENTIVE COMPENSATION PLAN DOCUMENT
- --------------------------------------------------------------------------------

OBJECTIVE/OVERVIEW

The LaCrosse Footwear Inc. incentive compensation program is designed to reward
performance based on the achievement of desired annual corporate results. The
LaCrosse incentive compensation program seeks to drive positive performance by
targeting our greatest opportunity to increase shareholder value, which we've
identified as profitablE sales growth while maintaining a healthy balance sheet.
The financial metrics for 2006 are sales growth, profitability and inventory
turns.

LACROSSE FUNDS THE INCENTIVE COMPENSATION PLAN SOLELY FROM COMPANY PROFITS. THE
COMPANY MUST ACHIEVE AT LEAST 70% OF PLANNED/BUDGETED 2006 PROFIT DOLLARS IN
ORDER FOR ANY INCENTIVE COMPENSATION PAYOUT, REGARDLESS OF THE ACHIEVEMENT OF
ANY OTHER PERFORMANCE METRIC.

The guidelines for the 2006 Incentive Compensation Plan are as follows:


PLAN YEAR AND ELIGIBILITY REQUIREMENTS

The incentive compensation measurement plan year runs from January 1st through
December 31st. 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 actual
incentive compensation payout, if any, is based on actual base pay wages
(excludes overtime earnings and bonus payments) paid during the calendar year.

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" will not be eligible to receive
incentive compensation. Any employee on a written warning at the time of the
incentive compensation payment is also ineligible.

An individual's incentive target compensation is set as a percentage of annual
base pay earnings. 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.



COMMUNICATION

To assure the success of our incentive compensation plan, each participant will
be told 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 schedule.

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:

40%    SALES GROWTH
       VARIANCES (FOR MANUFACTURING DEPARTMENT ONLY)

40%    OPERATING PROFIT

20%    INVENTORY TURNS


40% - SALES GROWTH

Incentive payouts will be computed according to Corporate Sales Growth.

RESULTS VERSUS GOAL                             INCENTIVE COMPENSATION AMOUNT
< 95.4% of budget sales dollars                 No incentive compensation
Equal to or > 95.4% of budget sales dollars     I.C. based on an incremental
                                                scale. THERE IS NO CAP.

EXCEPTION:Portland Manufacturing has incentive compensation based on targeted
variance in-lieu of the sales growth factor. There is a payout cap of 120% of
variance target.

40% - OPERATING PROFIT

Incentive payouts will be computed according to Corporate Operating Profit.

RESULTS VERSUS GOAL                          INCENTIVE COMPENSATION AMOUNT
< 70% of budget dollar amount                No incentive compensation
Equal to or >70% of budgeted Op. Profit $    I.C. based on an incremental scale.
                                             THERE IS NO CAP.





20% - INVENTORY TURNS

Inventory turns will be based on the number of inventory turns computed for the
full fiscal year and will be equal to standard COGS (no variances) for the year
divided by average inventory. Average inventory will equal the sum of each month
ending inventory divided by 12.

< 87.5% of planned inventory turns          No incentive compensation awarded.

Equal to or > 87.5% of planned Inv. Turns   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 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.

LFI'S BOARD OF DIRECTORS AND MANAGEMENT RESERVES THE RIGHT TO CHANGE, ALTER,
TERMINATE, OR MODIFY THIS INCENTIVE COMPENSATION PROGRAM AS THE BUSINESS
ENVIRONMENT CHANGES, OR IS DEEMED NECESSARY. ALL PAYMENTS ARE SUBJECT TO
COMPENSATION COMMITTEE APPROVAL, AFTER YEAR-END NUMBERS HAVE BEEN AUDITED.

                                       ###

                                  END OF FILING