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

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 2009 are sales growth and profitability.

The guidelines for the 2009 Incentive Compensation Plan are as follows:

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.

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.

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.

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

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

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.

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.

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

100%      Net European sales growth

Incentive payouts will be computed according to budgeted Net Sales Growth.

Results versus Goal		Incentive Compensation Amount
< 75% of budget net sales dollars		No incentive compensation payout
Equal to or > 75% of budget net sales dollars		I.C. based on an incremental scale.
		There is no cap.

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.

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