**Exhibit 10.1**

***SEPARATION AND RELEASE AGREEMENT***

WHEREAS Jim C. McGehee (“McGehee”) has tendered hisresignation as the Executive Vice President and Manager of SBU Group of Cutter & BuckInc. (“Cutter & Buck” or the “Company”) effective on December 8,2004, and his resignation as an employee effective as of December 31, 2004;

AND WHEREAS McGehee and Cutter & Buckwill mutually agree on the nature and scope of any services to be performed byMcGehee from the date hereof through December 31, 2004;

AND WHEREAS McGehee and Cutter & Buckdesire to settle and resolve all possible disputes between them arising out ofMcGehee’s employment, his resignation as an officer and his separation fromemployment, and to memorialize their agreement regarding certain post-terminationobligations assumed by McGehee;

THEREFORE it is now agreedas follows:

1.   *Confidentialityof Agreement.*   The parties agree to keep this Agreementconfidential and not to disclose any information contained in this Agreement,including the existence or substance of the separation benefits provided toMcGehee, except to (i) McGehee’s personal attorney and tax or financialadvisor, (ii) within Cutter & Buck’s management, (iii) asrequired by law, or (iv) as Cutter & Buck deems appropriateto comply its obligations under with federal or state securities laws,including, without limitation, any obligation to file this document with theSecurities and Exchange Commission. The parties agree to inform each individualto whom disclosure is made under this paragraph of the confidentialityprovisions in this Agreement.

2.   *RepresentationRegarding Conduct.*   McGehee represents that he has notknowingly participated in any: (i) intentional wrongdoing ormisrepresentation or (ii) breach of any duty to Cutter & Buckor to any shareholder, investor, customer, vendor, employee or governmentalregulator. Cutter & Buck represents that it has not knowinglyparticipated in any: (i) intentional wrongdoing or misrepresentation or (ii) breachof any fiduciary duty to McGehee. McGehee acknowledges that, notwithstandinghis departure as an officer and employee, he has an obligation to avoid buyingor selling Cutter & Buck stock on the basis of material nonpublicinformation.

3.   *Agreement NotAdmission.*   This Agreement is not an admission by either partythat he or it (or any of its employees), respectively, has violated any law orfailed to fulfill any duty to the other.

4.   *Resignation ofPosition; Transition of Employment Duties Through And After Separation Date.*   McGeheehereby acknowledges that he ceased to be Executive Vice President and Managerof SBU Group on December 8, 2004 and will cease to be an employee on December 31,2004, and that he has executed the form of resignation as Vice Presidentattached hereto as *Exhibit A*.McGehee acknowledges that upon receipt of his regular salary and benefitsthrough December 31, 2004, less all lawful and required deductions, whichincludes an accommodation for all of his accrued and unused vacation pay, hewill have received all wages, benefits, bonuses, incentive compensation orother compensation due to him from Cutter & Buck through December 31,2004. McGehee agrees to cooperate and provide information and assistance toCutter & Buck management, as and when reasonably requested, bothbefore and after his Separation Date, but the nature and timing of suchrequests (if any) shall not impose any undue hardship on McGehee or cause himto bear any unreimbursed reasonable expense.

5.   *Status of COBRARights and Options.*   McGehee’s rights under COBRA shall be thesame as any other terminating employee. McGehee’s rights under the Stock OptionPlans and the Employee Stock Purchase Program****shall be the same as any other terminating employee. Accordingly,McGehee acknowledges that he has no other options or rights to purchase oracquire shares of Cutter & Buck stock except as set forth on *Exhibit B* to this Agreement and that said rights topurchase must be exercised in 

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accordance with theapplicable plans and will expire ninety (90) days after his terminationdate of December 31, 2004.

6.   *Separation Benefits to McGehee.*   Inconsideration of the release provided by McGehee and conditioned on hiscompliance with the noncompetition, nonsolicitation and nonhire obligationsassumed by him herein, as well as other performances by McGehee as set forth inthis Agreement, and conditioned on McGehee not revoking his ADEA release,Cutter & Buck also agrees to provide McGehee with the followingseparation benefits, which McGehee acknowledges are in excess of any wages,benefits or other compensation due to him from Cutter & Buck asfollows:  Cutter & Buckwill pay McGehee at the rate of Twenty Thousand Four Hundred Forty-five Dollars($20,445) per month for the period January 1, 2005 through September 30,2005, which payments shall be made no later than the 5th day of eachmonth.

Notwithstanding the foregoing, the payments to beprovided to McGehee pursuant to this Section 6 shall be conditioned uponMcGehee’s full and absolute compliance with the terms of this Agreement,including, without limitation, the terms of Sections 8, 9, 10 and 11 hereof. Anydeclaration by a court or arbitrator, in the form of a preliminary injunction,after appropriate notice and hearing that McGehee has likely violated hisobligations under this Agreement will result in the suspension of payments tohim. A final judgment, including appeals, in favor of Cutter & Buckwill serve to release Cutter & Buck from any obligation to makefurther payments under this Agreement or otherwise, in addition to affordingCutter & Buck any other remedies provided by law or equity.

7.   *Releases.*

a.   *McGehee’s Release.  *In exchange for the separation benefits providedfor herein, and except for the obligations assumed by Cutter & Buckherein, McGehee and Konny McGehee, his spouse, individually and on behalf oftheir marital community (collectively “McGehee”), release and forever dischargeCutter & Buck, its successors and assigns, along with all of itsdirectors, trustees, officers, shareholders, employees, corporate affiliates,attorneys or agents from any and all claims, demands or causes of action of anynature whatsoever, whether known or unknown, arising from or in any wayconnected with McGehee’s status as an employee, shareholder, officer or otherrelationship with Cutter & Buck, whether based in tort, contract,or any federal, state or local law, statute or regulation. The partiesrepresent and warrant that no promise or inducement has been offered except asset forth in this Agreement; that this Agreement is executed without relianceupon any statement or representation by either party to the other regarding thenature and extent of any liability of one to the other. EXCEPT AS EXPRESSLY SETFORTH HEREIN, McGEHEE SPECIFICALLY UNDERSTANDS THAT BY EXECUTING THISAGREEMENT, HE IS GIVING UP ANY AND ALL RIGHTS AND CLAIMS HE MAY HAVEAGAINST CUTTER & BUCK WITH RESPECT TO EVENTS OCCURRING ON ORBEFORE THE EXECUTION OF THIS AGREEMENT, INCLUDING UNKNOWN CLAIMS. McGeheespecifically understands that he is not entitled to any other compensation,benefit or payment from Cutter & Buck other than that expresslyset forth in this Agreement. McGehee acknowledges that he has had anopportunity to consult with counsel prior to signing this Agreement and that hesigned this Agreement only after full reflection and analysis. Specificallyincluded in this release, but not by way of limitation, is any claim forwrongful discharge, breach of contract, defamation, mental distress, oremployment discrimination, including but not limited to claims arising underthe Age Discrimination in Employment Act (“ADEA”), Title VII of the CivilRights Act of 1964, the Civil Rights Act of 1991, the Americans WithDisabilities Act, the Family Medical Leave Act or the Washington Law AgainstDiscrimination, based on age, gender, disability or any other protectedcategory, as well as any claims under the Employee Retirement Income SecurityAct. McGehee warrants and agrees that he has not and will not file any claimfor damages, lawsuit or any other action against Cutter & Buck,its Board of Directors, or any Cutter & Buck officer or 

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employeewith respect to the foregoing, and that he has not assigned any such claim orcause of action to any other person.

Notwithstanding the foregoing,McGehee reserves and retains any and all rights of indemnification with respectto his prior position as an officer or employee of Cutter & Buck,including any such right under Cutter & Buck’s Articles ofIncorporation, Bylaws or any insurance policy with respect thereto. McGeheeacknowledges that Cutter & Buck’s prior Directors’ and Officers’Insurance carrier has rescinded that policy and that Cutter & Buckis challenging the carrier’s rescission.

Notwithstanding the foregoing,McGehee’s release of claims shall not extend to the obligations assumed byCutter & Buck in this Agreement or any claim for damage arisingfrom any falsity in Cutter & Buck’s representation in Section 2of this Agreement.

b.   *ADEA Release by McGehee.  *McGeheeacknowledges that he is knowingly and voluntarily waiving and releasing anyrights that he may have under the Age Discrimination in Employment Act (“ADEA”).McGehee also acknowledges that the consideration given for this Agreement is inaddition to anything of value to which he was already entitled. McGehee furtheracknowledges that he has been advised by this writing, as required by the ADEA,that: (i) this Agreement does not apply to any rights or claims that mayarise after the execution date of this Agreement; (ii) McGehee shouldconsult with an attorney prior to executing this Agreement; (iii) McGeheehas twenty-one (21) days to consider this Agreement (although he maychoose to voluntarily execute this Agreement earlier and to waive such periodof consideration); (iv) McGehee has seven (7) days following theexecution of this Agreement to revoke the Agreement by written notice toTheresa Treat, Vice President and Manager of Human Resources; and (v) thisAgreement will not be effective until the date upon which the revocation periodhas expired, which will be the eighth day after this Agreement is executed byMcGehee (“Effective Date”). Nothing in this Agreement prevents or precludesMcGehee from challenging or seeking a determination in good faith of thevalidity of this waiver under the ADEA, nor does it impose any conditionprecedent, penalties or costs for doing so, unless specifically authorized byfederal law.

c.   *Cutter Buck’sRelease.*   In exchange for McGehee’s release and otherperformance obligations assumed herein, and except as set forth elsewhere inthis Agreement, Cutter & Buck, including its successors andassigns, releases and forever discharges McGehee from any and all claims,demands or causes of action of any nature whatsoever, whether known or unknown,arising from or in any way connected with McGehee’s employment with Cutter & Buck,whether based in tort, contract, or any federal, state or local law, statute orregulation arising through the date of this Agreement. Notwithstanding theforegoing, Cutter & Buck’s release of claims shall not extend tothe obligations assumed by McGehee in this Agreement, any claim for damagearising from any falsity in McGehee’s representation in Section 2 of thisAgreement or any outstanding advance made by Cutter & Buck on McGehee’sbehalf in connection with a grant of Cutter & Buck restricted stock. Uponpayment of Nineteen Thousand One Hundred Dollars ($19,100.00) advanced inconnection with prior grants of restricted stock, Cutter & Buck willrelease to McGehee all certificates representing McGehee’s shares of Cutter &Buck stock.

8.   *Return ofCompany Property.*   McGehee represents that on or before December 31,2004, he will return to Cutter & Buck all property and equipmentfurnished to or prepared by McGehee or his subordinates in the course of orincident to his employment by Cutter & Buck, including, withoutlimitation, all books, manuals, records, reports, notes, contracts, lists andother documents or materials, or copies thereof (including computer files), themaster key, company credit cards, computer equipment, agreements and all otherproprietary information and property belonging to or relating to the businessof Cutter & Buck or any affiliate. McGehee’s obligation underthis Agreement precludes him from keeping 

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any copies ofCutter & Buck’s property or documents without Cutter & Buck’sexpress written permission for each such item of which he wishes to retain acopy.

9.   *ConfidentialInformation; Trade Secrets; Intellectual Property.*   McGeheewarrants and represents that he has not knowingly and intentionally, other thanin the interests of Cutter & Buck, and will not in the futuredisclose or use confidential information related to Cutter & Buck’scustomers, personnel, designs, pricing, marketing plans, budgets, strategies,financial or other proprietary information that is not otherwise available tothe general public, including but not limited to information covered under theUniform Trade Secrets Act, RCW 19.108 *et seq.*,and that he will at all times continue to keep all such informationconfidential. McGehee further warrants and represents that during his term ofemployment he was in compliance with the following, and following his term ofemployment, he will continue to comply (as applicable) as follows:

(a)    McGeheeacknowledges that the Company’s business and future success depend upon thepreservation of the trade secrets and other confidential information of theCompany and its suppliers and customers (the “Secrets”). The Secrets mayinclude, without limitation, existing and to-be-developed oracquired product designs, new product plans or ideas, market surveys, theidentities of past, present or potential customers, business and financialinformation, pricing methods or data, terms of contracts with present or pastcustomers, proposals or bids, marketing plans, personnel information,procedural and technical manuals and practices, servicing routines, and partsand supplier lists proprietary to the Company or its customers or suppliers,and any other sorts of items or information of the Company or its customers orsuppliers which are not generally known to the public at large. McGehee agreesto protect and to preserve as confidential during and after the term of hisemployment all of the Secrets at any time known to McGehee or in his/herpossession or control (whether wholly or partially developed by McGehee orprovided to McGehee, and whether embodied in a tangible medium or merelyremembered).

(b)   McGeheeshall mark all items containing any of the Secrets with prominentconfidentiality notices acceptable to Cutter & Buck. McGeheeshall neither use nor allow any other person to use any of the Secrets in anyway, except for the benefit of the Company and as directed by McGehee’ssupervisor. All material containing or disclosing any portion of the Secretsshall be and remain the property of the Company, shall not be removed from theCompany’s premises without specific consent from an officer of the Company, andshall be returned to the Company upon the termination of McGehee’s employment. Atsuch time, McGehee shall also assemble all materials in his possession orcontrol which contain any of the Secrets, and promptly deliver such items tothe Company.

(c)    Allownership, copyright, patent, trade secrecy and other rights in all works,designs, inventions, ideas, manuals, improvements, discoveries, processes,customer lists or other properties (the “Intellectual Properties”) made orconceived by McGehee during the term of his/her employment by the Company shallbe the rights and property solely of the Company, whether developed independentlyby McGehee or jointly with others, and whether or not developed or conceivedduring regular working hours or at the Company’s facilities, and whether or notthe Company uses, registers, or markets the same.

(d)   Inaccordance with the Company’s policy and RCW 49.44.140 and RCW 49.44.150, this Section 9(other than Subsection 9(e)) does not apply to, and McGehee has noobligation to assign to the Company, any invention for which no Company tradesecrets and no equipment, supplies, services, or facilities of the Company wereused and which was developed entirely on McGehee’s own time, unless: (i) theinvention relates directly to the business of the Company, (ii) theinvention relates to actual or demonstrably anticipated research or developmentwork of the Company, or (iii) the invention results from any workperformed by McGehee for the Company.

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(e)    If and tothe extent that McGehee has made use, in the course of his employment withCutter & Buck, of any items or Intellectual Properties previouslydeveloped by McGehee or developed by McGehee outside of the scope of employmentwith Cutter & Buck, McGehee hereby grants the Company anonexclusive, royalty-free, perpetual, irrevocable, worldwide license(with right to sublicense) to make, use, sell, copy, distribute, modify, andotherwise to practice and exploit any and all such items and IntellectualProperties.

(f)    McGeheewill assist the Company as reasonably requested during and after the term ofhis employment to further evidence and perfect, and to enforce, the Company’srights in and ownership of the Intellectual Properties covered hereby,including without limitation, the execution of additional instruments ofconveyance and assisting the Company with applications for patents or copyrightor other registrations.

(g)    McGehee warrants that any and all items, technology, andIntellectual Properties of any nature developed or provided by McGehee duringhis employment and in any way for or related to the Company will be original toMcGehee and will not, as provided to the Company or when used and exploited bythe Company and its contractors and customers and its and their successors andassigns, infringe in any respect on the rights or property of McGehee or anythird party. McGehee did not, while an employee, without the prior writtenapproval of the Company, use any equipment, supplies, facilities, orproprietary information of any other party. McGehee warrants that McGehee wasfully authorized to enter into employment with the Company and to perform hisobligations as an employee, and under this Section 9, without conflictingwith any of McGehee’s other commitments, agreements, understandings or duties,whether to prior employers or otherwise. McGehee will indemnify the Company forall losses, claims, and expenses (including reasonable attorneys’ fees) arisingfrom any breach of by him of this Section 9.

10.   *Noncompetition; Nonsolicitation; andNonhiring.*

a.   *Noncompetition.*   McGeheeagrees that from the date hereof and through and including September 30,2005, McGehee will not in any capacity, directly or indirectly, engage orinvest in, own, manage, operate, finance, control or participate in theownership, management, operation, financing or control of, be employed by,associated with, or in any manner connected with, lend his name or any similarname to, lend his credit to, render services or advice to, or assist others toengage in or own a material interest in any business or activity that is, or ispreparing to be, in competition with Cutter & Buck, itssubsidiaries or licensees with respect to any product or any service sold orprovided by Cutter & Buck directly or through a subsidiary or alicensee of the Cutter & Buck brand in any geographical area inwhich such product or service is sold or is actively engaged in, including,without limitation, any business or enterprise that designs, sources, produces,markets or distributes men’s or women’s sportswear which is sold through golfpro shops, resorts, corporate accounts, specialty retail stores, internationaldistributors or licensees.

b.   *Nonsolicitationof Customers, Etc.*   McGehee further agrees that from the datehereof and through and including September 30, 2005, he will not, directlyor indirectly, call on, reveal the name of or otherwise solicit, acceptbusiness from or attempt to entice away from Cutter & Buck or itssubsidiaries any actual or identified potential customer of Cutter & Buckor its subsidiaries, nor will he assist others in doing so. McGehee furtheragrees that through and including September 30, 2005, he will not induceor attempt to induce any customer, supplier, licensee, shareholder, investor orbusiness relation of Cutter & Buck to sever or diminish itsrelationship with the Company or refrain from doing business with the Company,its subsidiaries or its licensees or, in any way, interfere with therelationship between Cutter & Buck and any customer, supplier,licensee, shareholder, investor or business relation of Cutter & Buck.

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c.   *Nonsolicitationand Nonhiring of Employees and Others.*   McGehee further agreesthat from the date hereof and through and including December 31, 2005, hewill not, directly or indirectly, for himself or any other person orentity:  (i) induce or attempt toinduce any employee, consultant, independent sales representative orindependent contractor of Cutter & Buck to leave the employ of orterminate his, her or its contract with Cutter & Buck; (ii) inany way interfere with the relationship between Cutter & Buck andany employee, consultant, independent sales representative or independent contractorof Cutter & Buck; or (iii) employ, or otherwise engage as anemployee, consultant, independent sales representative or independentcontractor or otherwise, any employee, consultant, independent salesrepresentative or independent contractor of Cutter & Buck or itssubsidiaries.

11.   *Nondisparagementand Cooperation.*   The parties agree that they will notdisparage each other or their respective officers, board members, directors,employees, customers or agents in any way now or in the future. McGehee willcooperate with and make himself available to Cutter & Buck andits counsel, with regard to any dispute or litigation with any third party,provided that both parties understand and agree to provide McGehee withflexibility as to scheduling, so as to protect against significant interferencewith new employment possibilities and/or responsibilities. McGehee shall not bepaid for his time prior to September 30, 2005, but the Company shall pay areasonable amount for such time, if any, following September 30, 2005.

12.   *SavingsProvision.*   McGehee acknowledges that the covenants inSections 8, 9, 10 and 11 are necessary and reasonable to protect Cutter & Buckin the conduct of its business and that compliance with such covenants will notprevent him from pursuing his livelihood. However, should any court find thatany provision of such covenants is unreasonable, invalid or unenforceable,whether in period of time, geographical area or otherwise, then in that event,the parties hereby agree that such covenants shall be construed, interpretedand enforced to the broadest extent still possible to be enforced in accordancewith applicable law. If any other provision of this Agreement is held to beinvalid or unenforceable to any extent in any context, it shall likewisenevertheless be enforced to the fullest extent allowed by law in that and othercontexts, and the validity and force of the remainder of this Agreement shallnot be affected thereby.

13.   *No Limitationon Testimony.*   Nothing in this Agreement shall serve to preventMcGehee from providing truthful testimony to governmental, regulatory orself-regulatory authorities.

14.   *Remedies.*   Theobligations of confidentiality, nondisparagement, nonsolicitation and nonhiringprovided in this Agreement are material parts of the consideration andinducement to the parties. Further, the parties agree that the harm from anybreach of obligations under this Agreement may be wholly or partiallyirreparable. Accordingly, in the event of an actual or threatened violation aparty shall be entitled to seek an injunction obtainable in any court ofcompetent jurisdiction where a violation or threat of violation has occurred oris occurring. Nothing herein shall be construed as prohibiting the parties frompursuing any other remedies available for such violation or attemptedviolation, including the recovery of damages. If any bond is required inconnection with such enforcement, the parties agree that a reasonable value ofsuch bond shall be $5,000. Upon a finding of a violation by McGehee, anyamounts received by McGehee or by any other through McGehee in breach of thisAgreement shall be deemed by the court to be held in constructive trust for thebenefit of Cutter & Buck.

15.   *Assignment.*   Eachparty warrants that he or it is the true party in interest and fully authorizedto execute this Agreement. McGehee’s duties hereunder are personal to him andare not assignable to others, but McGehee’s obligations hereunder will bind hisheirs, successors, and assigns; however, for estate planning purposes orotherwise, he may assign his right to payment hereunder and the right topayment shall inure to the benefit his heirs, successors and permitted assigns.Cutter & Buck may assign its rights 

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under thisAgreement, along with the assumption of its obligations hereunder, only inconnection with any merger or consolidation of the Company or any sale of allor any portion of the Company’s assets (including, without limitation, anydivision or product line).

16.   *General.*   ThisAgreement constitutes the exclusive agreement of the parties with respect tothe subject matter hereof and supersedes all prior agreements or understandingsof the parties. No waiver of or forbearance to enforce any right or provisionhereof shall be binding unless in writing and signed by the party to be bound,and no such waiver or forbearance in any instance shall apply to any otherinstance or to any other right or provision. No term hereof shall be construedto limit or supersede any other right or remedy of the Company under applicablelaw with respect to the protection of trade secrets or otherwise.

17.   *Choice of Law /Attorney Fees.*   This Agreement will be governed by the locallaws of the State of Washington without regard to its rules regardingconflicts of laws, except to the extent superseded by federal law, includingERISA. The prevailing party in any proceeding with respect to this Agreementshall be entitled to reasonable attorneys’ fees and costs incurred inconnection with such proceeding.

18.   *DisputeResolution.*   Except for actions in any court of competentjurisdiction for temporary, preliminary or permanent injunctive relief tocompel compliance with the terms of Sections 8, 9, 10 and 11, any disputesor claims that may arise for alleged breaches of this Agreement shall bedecided by final and binding arbitration under the auspices of Judicial DisputeResolution in King County, Washington.

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19.   *Knowing andVoluntary Waiver; Advice of Counsel.  *McGehee acknowledges thathe has been advised to consult with an attorney, and has had the opportunity todo so, before signing this Agreement, which McGehee has been given a reasonableperiod of time to consider.
|                                                                      | CUTTER & BUCK INC. |
|----------------------------------------------------------------------|----------------------------------|
| /s/ JIM C. MCGEHEE                                                   |                             | By: | /s/ WILLIAM B. SWINT  |
| Jim C. McGehee, individually and on behalf of his  marital community |                             |   | William B. Swint   Title: *Interim Chief Executive Officer* |
|                                                                 |                             |   |   |
| Date: December 9, 2004                                          |                             |   | Date: December 9, 2004 |
| /s/ KONNY MCGEHEE                                                    |                             |   |   |
| Konny McGehee, individually and on behalf of her  marital community  |                             |   |   |
|                                                                 |                             |   |   |
| Date: December 9, 2004                                          |                             |   |   |

 

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*EXHIBIT A*

December 8, 2004

To:  The Board of Directors of Cutter & BuckInc.

The undersigned, Jim C. McGehee, hereby resigns asExecutive Vice President and Manager SBU Group effective immediately, and as anemployee of Cutter & Buck Inc., effective as of December 31,2004.
|   | /s/ JIM C. MCGEHEE |
|--------|--------------------|
|   | Jim C. McGehee     |

 

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EXHIBIT B*

*Jim C. McGehee—OptionSummary as of December 31, 2004*
| **Grant Date** | ** ** | ** ** | ** ** | **Number** | ** ** | **Options Granted** | ** ** | **Exercise Price** | ** ** | **Amount Vested  and Exercisable  as of 12/31/04** | ** ** |
|---------------------|------------|------------|------------|------------|------------|--------------------------|------------|-------------------------|------------|------------------------------------------------------------------------|------------|
| 03/12/1996          |       |       | 0076       |       |       |                     | 22,500     |                    |       |                                                                   | $          | 7.17 |   |   |   | 11,250 |   |   |
| 06/11/1997          |       |       | 0077       |       |       |                     | 11,844     |                    |       |                                                                   | $          | 10.00 |   |   |   | 11,844 |   |   |
| 09/26/1997          |       |       | 0078       |       |       |                     | 10,656     |                    |       |                                                                   | $          | 13.67 |   |   |   | 10,656 |   |   |
| 06/02/1998          |       |       | 0079       |       |       |                     | 11,250     |                    |       |                                                                   | $          | 13.79 |   |   |   | 11,250 |   |   |
| 09/16/1999          |       |       | 0005       |       |       |                     | 12,000     |                    |       |                                                                   | $          | 13.75 |   |   |   | 12,000 |   |   |
| 12/15/2000          |       |       | 0279       |       |       |                     | 30,000     |                    |       |                                                                   | $          | 7.81 |   |   |   | 15,000 |   |   |
| 05/10/2001          |       |       | 0426       |       |       |                     | 25,000     |                    |       |                                                                   | $          | 5.78 |   |   |   | 18,750 |   |   |
| 02/15/2002          |       |       | 0435       |       |       |                     | 22,500     |                    |       |                                                                   | $          | 6.11 |   |   |   | 11,250 |   |   |
| 04/30/2002          |       |       | 0529       |       |       |                     | 7,500      |                    |       |                                                                   | $          | 6.29 |   |   |   | 3,750 |   |   |
| 09/20/2002          |       |       | 0537       |       |       |                     | 20,000     |                    |       |                                                                   | $          | 3.31 |   |   |   | 20,000 |   |   |
| 05/19/2003          |       |       | 0598       |       |       |                     | 12,000     |                    |       |                                                                   | $          | 3.99 |   |   |   | 7,000 |   |   |
|                |       |       |       |       |       |                     | 185,250    |                    |       |                                                                   |       |   |   |   | 132,750 |   |   |

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*                    ThisExhibit B fairly and accurately reflects the status of options to the bestof the parties’ knowledge. The parties agree to conform this Exhibit B tocorrect any inaccuracies or scrivener’s errors.

 

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