Exhibit 9.2
AMENDMENT NO. 9 TO VOTING TRUST AGREEMENT
THIS AMENDMENT NO. 9 to that certain Voting Trust Agreement,
dated as of June 21, 1982, as restated, by and between the parties
identified on the signature pages hereto, is made as of June 30, 1997.
W I T N E S S E T H :
WHEREAS, the undersigned constitute the holders of all of the
outstanding voting trust certificates ("Voting Trust Certificates") issued
with respect to shares of the Common Stock of LaCrosse Footwear, Inc., a
Wisconsin corporation ("Company");
WHEREAS, each such Voting Trust Certificate was issued pursuant
to that certain Voting Trust Agreement, dated as of June 21, 1982, as
amended ("Voting Trust Agreement"), between Xxxxxx X. Xxxxxxxxx,
Xxxxxxxx X. Xxxxxxxxx and Xxx X. Xxxxxxxxx, as the initial trustees, and
Xxxxxx X. Xxxxxxxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxx, Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx X. Xxxxxxxxxx (formerly Xxxxxxxxx X. Xxxxxxxxx), Xxxx X.
Xxxxxxxxx, Xxxxxxxxxxx Xxxxxxxxx, Xxxx X. Xxxxxxxxx (formerly Xxxx X.
Xxxxxxxxx), Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx,
Xxxxxxxx X. Xxxxxxx (formerly Xxxxxxxx X. Xxxxxxxxx), Xxx X. Xxxxxxxxx and
Xxxxxxxxx Properties, as depositors; and
WHEREAS, the parties hereto believe it to be in their best
interest to amend the Voting Trust Agreement as provided herein.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The second (2nd) sentence of Paragraph 6.1 of the Voting
Trust Agreement shall be amended to read in full as follows: "Unless and
until this Agreement has been terminated according to the provisions
hereof, the Trustees shall not accept the surrender of a Beneficiary's
Trust Certificates in exchange for Common Stock, other voting securities
of the Company or other assets held by the Trustees pursuant to this
Agreement; provided, however, that on January 31st of each year commencing
on January 31, 1998, each Beneficiary (and/or such Beneficiary's
transferees in the aggregate) will automatically receive Ten
Thousand (10,000) shares (subject to adjustment to avoid dilution) of
Common Stock as a withdrawal from such Beneficiary's shares held pursuant
to this Agreement."
2. Except as provided in Paragraph 1 hereof, all of the
provisions of the Voting Trust Agreement currently in effect shall
continue in full force and effect.
3. This instrument may be executed in one or more
counterparts, each of which shall be deemed original, but all of which
together shall constitute but one and the same instrument.
Dated and effective as of the day and year first above written.
TRUSTEES
/s/ Xxxxxx X. Xxxxxxxxx (SEAL) /s/ Xxxxxxxx X. Xxxxxxxxx (SEAL)
Xxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx (SEAL) /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx Xxxxxx (SEAL)
Xxxxxxx Xxxxxx
HOLDERS OF VOTING TRUST CERTIFICATES
XXXXXX X. AND XXXXXXXX X.
XXXXXXXXX TRUST U/A DATED
SEPTEMBER 1, 1987
By: /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
Xxxxxx X. Xxxxxxxxx
Trustee
By: /s/ Xxxxxxxx X. Xxxxxxxxx (SEAL)
Xxxxxxxx X. Xxxxxxxxx
Trustee
XXXX AND XXXXXXXXX
XXXXXXXXXX TRUST
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx(SEAL)
Xxxxxxxxx X. Xxxxxxxxxx, Trustee
By: /s/ Xxxx Xxxxxxxxxx (SEAL)
Xxxx Xxxxxxxxxx, Trustee
/s/ Xxxx X. Xxxxxx (SEAL) /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxx Xxxxxx (SEAL) /s/ Xxxxxx X. Xxxxxxxxx (SEAL)
Xxxx Xxxxx Xxxxxx Xxxxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxxxxxx (SEAL) /s/ Xxxxx X. Xxxxxxxxx (SEAL)
Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxxxxxx Xxxxxxxxx (SEAL) /s/ Xxxxxxxx X. Xxxxxxx (SEAL)
Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxxx (SEAL) /s/ Xxxxxxxx X. Xxxxxxxxx(SEAL)
Xxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx
