Exhibit 10.1




 




SPORT-HALEY, INC.




_____________________________________




 




WRITTEN CONSENT IN LIEU OF MEETING OF THE

BOARD OF DIRECTORS




_____________________________________




 




We, the

undersigned, being all of the members of the Board of Directors of Sport-Haley,

Inc., a Colorado corporation (the “Corporation”), do hereby vote for, adopt,

approve and consent to the following resolutions and actions contemplated

thereby, it being our understanding and intention that the execution of this

written consent shall have the same effect as if a meeting of the Board of

Directors had been properly called pursuant to notice and all directors had

been present and voted in favor of the resolutions presented herein:




 




WHEREAS, this

Corporation’s directors previously approved, and this Corporation’s

shareholders approved on February 14, 1997, an Amended and Restated 1993 Stock

Option Plan (the “Plan”) as described in the Proxy Statement dated January 3,

1997 (the “Proxy Statement:); and




 




WHEREAS, Section 15

of the Plan provides that “The Board of Directors shall have the authority to

amend the Plan from time to time without shareholder approval, provided

however, that the adoption of any such amendment shall be permitted by Rule

16b-3.  Rights and obligations under any

Award granted before any amendment of the Plan shall not be materially altered

or impaired adversely by such amendment, except with consent of the person to

whom the Award was granted.”; and




 




WHEREAS, the Board

of Directors deems it advisable to amend the Plan to make provision for the

acceleration of the vesting of the periods in which the options granted under

the Plan are exercisable;




 




WHEREAS, adoption of

an amendment to Plan to include such provision will not materially alter or

impair adversely any rights and obligations under any Award granted prior to

the date hereof; now, therefore, be it




 




RESOLVED, that this

Corporation’s Amended and Restated 1993 Stock Option Plan be amended by adding

a new section as follows:




 




Section 3. 

Administration




 




A.  The Plan shall be administered by the

Committee.  The Committee shall have the

authority to:




 . . .




(viii)  accelerate the vesting or exercisability of

an option granted pursuant to the Plan.




 




RESOLVED, that any

and all actions heretofore taken and any and all documents,




 




1





























 




instruments,

certificates or instructions (however characterized or described) heretofore

executed and delivered or filed and recorded, as the case may be, on behalf of

this Corporation by the officers of this Corporation in order to carry into effect

the purposes and intent of the foregoing resolutions or the transactions

contemplated therein or thereby be, and the same hereby are, in all respects

ratified, confirmed and approved; and finally




 




RESOLVED, that the

proper officers of this Corporation be, and each of them, hereby is,

authorized, empowered and directed to take any and all such actions and to

execute, deliver, file and record, as the case may be, any and all such

documents, instruments, certificates or instructions (however characterized or

described) as they or any of them may deem necessary or advisable to carry into

effect the purposes and intent of the foregoing resolutions or the transactions

contemplated therein or thereby, as shall be evidenced conclusively by the

taking of such actions or the execution, delivery, filing and recording, as the

case may be, of such documents, instruments, certificates or instructions.




 




IN WITNESS WHEREOF,

the undersigned, being all of the members of the Board of Directors of this

Corporation, have hereunto set their hands on the date set forth below, the

resolutions contained herein to be effective as of January 17, 2003.




 




 




	

  /s/Robert G.

  Tomlinson


  	

   


  	

  /s/Ronald J.

  Norick


  	

   


  
	

  Robert

  G. Tomlinson


  	

   


  	

  Ronald

  J. Norick


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/Kevin M.

  Tomlinson


  	

   


  	

  /s/James H.

  Everest


  	

   


  
	

  Kevin

  M. Tomlinson


  	

   


  	

  James

  H. Everest


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/Robert W.

  Haley


  	

   


  	

   


  
	

  Robert W.

  Haley


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/Mark J.

  Stevenson


  	

   


  	

   


  
	

  Mark J.

  Stevenson


  	

   


  	

   


  





 




2





























SPORT-HALEY, INC.




_____________________________________




 




WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARD

OF DIRECTORS




______________________________________




 




We, the

undersigned, being all of the members of the Board of Directors of Sport-Haley,

Inc., a Colorado corporation (the “Corporation”), do hereby vote for, adopt,

approve and consent to the following resolutions and actions contemplated

thereby, it being our understanding and intention that the execution of this

written consent shall have the same effect as if a meeting of the Board of

Directors had been properly called pursuant to notice and all directors had

been present and voted in favor of the resolutions presented herein:




 




WHEREAS,

this Corporation’s directors previously approved, and this Corporation’s

shareholders approved on February 14, 1997, an Amended and Restated 1993 Stock

Option Plan (the “Plan”) as described in the Proxy Statement dated January 3,

1997 (the “Proxy Statement”); and




 




WHEREAS,

for at least the last three fiscal years, the summary of the Plan contained in

the Company’s annual reports on Form 10-K or 10-KSB, as the case may be, filed

with the Securities and Exchange Commission (“SEC”), has stated that the

non-qualified options authorized to be granted to employees, consultants and

non-employee directors must have an exercise price of not less than 85% of the

fair market price of the Company’s common stock;




 




WHEREAS,

the Summary of the Plan contained in the Proxy Statement stated that the

exercise price of all nonqualified stock options granted under the Plan shall

be determined by the Compensation Committee, but shall not be less than 85% of

the fair market value of the Common Stock;




 




WHEREAS,

the Plan, as amended, provides that non-qualified options may be granted to

non-employee directors at an exercise price of equal to 100% of the fair market

value of the Company’s underlying common stock on the date of grant, and to

consultants at an exercise price of not less than 100% of the fair market value

of the Company’s underlying common stock on the date of grant;




 




WHEREAS,

non-qualified options have been granted under the Plan on the following

occasions at less than 100% of the current fair market value: 166,000 options

issued on January 5, 2000 at an exercise price of $3.00 per share; 304,000

options issued on February 12, 2002 at an exercise price of $3.60 per share;

25,000 options issued on June 1, 2001 at an exercise price of $3.00 per share;

and, 25,000 options issued on August 1, 2001 at an exercise price of $3.00 per

share (the “Option Grants”);




 




3





























WHEREAS,

the Board of Directors has been advised that the provision for granting

non-qualified stock options to employees, non-employee directors and

consultants at an exercise price of not less than 85% of the fair market value

of the Company’s underlying common stock on the date of grant (the

“provision”), was inadvertently omitted from the Plan included as an exhibit to

the proxy statement; and




 




WHEREAS,

Section 15 of the Plan provides that “The Board of Directors shall have the

authority to amend the Plan from time to time without shareholder approval,

provided however, that the adoption of any such amendment shall be permitted by

Rule 16b-3.  Rights and obligations

under any Award granted before any amendment of the Plan shall not be

materially altered or impaired adversely by such amendment, except with consent

of the person to whom the Award was granted.”; and




 




WHEREAS,

adoption of an amendment to Plan to include such provision will not materially

alter or impair adversely any rights and obligations under any Award granted

prior to the date hereof and failure to include such provision could materially

alter or impair adversely any rights and obligations under any Award granted

prior to the date hereof which holders of Awards granted prior to the date

hereof believed they had based on the disclosure in the Corporation’s SEC Reports;

now, therefore, be it




 




RESOLVED,

that this Corporation’s Amended and Restated 1993 Stock Option Plan be amended

by amending and superseding the following sections of the Plan, the other

sections of the Plan which shall remain as is, as follows:




 




7.             Awards

to Non-Employee Directors




Options granted to Directors who are not

Employees of the Corporation or a Subsidiary shall be subject to the           following terms:




(i)            The

exercise price shall be not less than 85% of the Fair Market Value of the

underlying shares of Common Stock on the date of the grant, payable in

accordance with the alternatives stated in Section 9.B.(ii) of the Plan; . . .




 




8.             Awards

to Consultants




Consultants shall receive Awards in

accordance with the following terms:




. . .




B.            Awards

of non-qualified stock options to such Consultants shall be subject to the  following terms:




 




(i)            The

exercise price shall be not less than 85% of the Fair Market Value of the

underlying shares of Common Stock on the date of the grant, payable in 




 




4





























 




                accordance with the alternatives stated in Sections 9.B(ii) and (iii)

of the Plan; . . .




 




9.             Stock

Options




. . .




B.            Subject

to Section 9.C. relating to incentive stock options and to Sections 7 and 8

relating to awards to Directors who are not Employees and to Consultants,

options shall be in such form and contain such terms as the Committee deems

appropriate.  While the terms of options

need not be identical, each option shall be subject to the following terms:




(i)            The

exercise price shall be the price set by the Committee but may not be less than

100% of the Fair Market Value of the underlying shares of Common Stock on the

date of the grant for incentive options and not less than 85% of the Fair

Market Value of the underlying shares of Common Stock on the date of the grant

for non-qualified options, whether granted to employees, non-employee directors

or consultants. . .




 




RESOLVED,

the previous Option Grants and any other grants of

non-qualified stock options at an exercise price less than 100% of the current

fair market value of the Company’s underlying common stock since the inception

of the Plan, as amended, are ratified and approved in accordance with the

foregoing amendment to the Plan;




 




RESOLVED,

that any and all actions heretofore taken and any and all documents,

instruments, certificates or instructions (however characterized or described)

heretofore executed and delivered or filed and recorded, as the case may be, on

behalf of this Corporation by the officers of this Corporation in order to

carry into effect the purposes and intent of the foregoing resolutions or the

transactions contemplated therein or thereby be, and the same hereby are, in

all respects ratified, confirmed and approved; and finally




 




RESOLVED,

that the proper officers of this Corporation be, and each of them, hereby is,

authorized, empowered and directed to take any and all such actions and to

execute, deliver, file and record, as the case may be, any and all such

documents, instruments, certificates or instructions (however characterized or

described) as they or any of them may deem necessary or advisable to carry into

effect the purposes and intent of the foregoing resolutions or the transactions

contemplated therein or thereby, as shall be evidenced conclusively by the

taking of such actions or the execution, delivery, filing and recording, as the

case may be, of such documents, instruments, certificates or instructions.




 




5





























IN WITNESS WHEREOF,

the undersigned, being all of the members of the Board of Directors of this

Corporation, have hereunto set their hands on the date set forth below, the

resolutions contained herein to be effective as of January 17, 2003.




 




 




	

   


  	

   


  
	

  /s/Robert G.

  Tomlinson


  	

   


  	

  /s/Ronald J.

  Norick


  	

   


  
	

  Robert

  G. Tomlinson


  	

  Ronald

  J. Norick


  
	

   


  	

   


  
	

  /s/Kevin M.

  Tomlinson


  	

   


  	

  /s/James H. Everest


  	

   


  
	

  Kevin

  M. Tomlinson


  	

  James

  H. Everest


  
	

   


  	

   


  
	

  /s/Robert W.

  Haley


  	

   


  	

   


  
	

  Robert W.

  Haley


  	

   


  
	

   


  	

   


  
	

  /s/Mark J.

  Stevenson


  	

   


  	

   


  
	

  Mark J.

  Stevenson


  	

   


  





 




6