0000897069-05-000451 Sample Contracts

JOHNSON OUTDOORS LETTERHEAD]
Merger Agreement • February 15th, 2005 • Johnson Outdoors Inc • Sporting & athletic goods, nec

As you know, Johnson Outdoors Inc. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of October 28, 2004 (the “Merger Agreement”), with JO Acquisition Corp. (the “Purchaser”), a newly-formed company established by members of the family of the late Samuel C. Johnson, including Helen P. Johnson-Leipold, the Company’s Chairman and Chief Executive Officer, for the purpose of enabling the Johnson family members to acquire 100% ownership of the Company. Under the terms of the Merger Agreement, subject to shareholder approval, the Purchaser will be merged with the Company (the “Merger”), and each share of the Company’s common stock outstanding at the effective time of the Merger (other than shares held by the Johnson family members, the Company or the Purchaser or held by a person that has perfected dissenters’ rights under Wisconsin law) will be cancelled and converted into the right to receive merger consideration of $20.10 per share in cash.

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JOHNSON OUTDOORS LETTERHEAD]
Merger Agreement • February 15th, 2005 • Johnson Outdoors Inc • Sporting & athletic goods, nec

As you know, Johnson Outdoors Inc. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of October 28, 2004 (the “Merger Agreement”), with JO Acquisition Corp. (the “Purchaser”), the newly-formed company established for the purpose of enabling members of the Johnson family to acquire 100% ownership of the Company. Under the terms of the Merger Agreement, subject to shareholder approval, the Purchaser will be merged with the Company (the “Merger”), and each share of the Company’s common stock outstanding at the effective time of the Merger (other than shares held by the Johnson family members, the Company or the Purchaser or held by a person that has perfected dissenters’ rights under Wisconsin law) will be cancelled and converted into the right to receive merger consideration of $20.10 per share in cash.

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