**Exhibit 10.18**

 

**EMPLOYMENTAGREEMENT(as amended on July 5, 2005)**

 

THIS Employment Agreement is entered into as of this11th day of December 2004, by and between John T. Wyatt, (“Wyatt”) andCutter & Buck Inc., a Washington corporation (“Cutter & Buck”).

 

WHEREAS, Wyatt desires to enter the employment ofCutter & Buck and Cutter & Buck desires to employ Wyatt;

 

NOW, THEREFORE, in consideration of the mutualagreements set forth below, the parties agree as follows:

 

1.                                       EmploymentDuties.  Cutter & Buckhereby employs Wyatt and Wyatt hereby accepts employment on the terms andconditions set forth by this Agreement. Wyatt shall serve as President and Chief Executive Officer.  In that capacity, subject to the directionand control of the Cutter & Buck’s Board of Directors (the “Board”),Wyatt shall exercise general supervision and control over Cutter &Buck’s property, business and affairs. Wyatt shall devote his full-time efforts to Cutter & Buck andshall not undertake self-employment, nor shall he perform any services orundertake employment for any other employer except as may be approved inadvance by the Board.  Wyatt furtheragrees to participate in no other activities during his employment that mayconflict with the best interest of Cutter & Buck.

 

Wyatt’s representsand warrants that he has not entered into any agreements, written or oral, withany third party, including but not limited to his former employer(s), thatwould limit, impair or restrict his ability to fulfill his duties to Cutter &Buck under this Agreement and that he has not taken any confidential orproprietary information or trade secrets from any third party, including butnot limited to his former employer(s).

 

2.                                       Compensation.

 

a.                                       BaseCompensation.  Cutter & Buckagrees to pay Wyatt a base salary of Five Hundred Thousand Dollars($500,000.00) per annum, less all lawful and applicable withholdings anddeductions, payable on a basis conforming to the established payroll practicesof Cutter & Buck.

 

b.                                      IncentiveCompensation in Addition to Base Salary. In addition to the basic compensation set forth above, Cutter &Buck agrees to pay Wyatt incentive compensation as follows:

 

(i)                                     PerformanceCompensation:  During Wyatt’semployment with Cutter & Buck, Wyatt shall be entitled to participate inCutter & Buck’s performance incentive program for executives (the “IncentivePlan”), as administered by the Compensation Committee of the Board.  Pursuant to Wyatt’s participation in theIncentive Plan, Wyatt shall be eligible to 

 

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receive cash awards,subject to lawful withholding, of up to thirty percent (30%) of Wyatt’s basesalary, upon the achievement of pre-established performance objectives.

 

(ii)                                  EquityCompensation:  Upon commencingemployment with Cutter & Buck, Wyatt shall be awarded twenty thousand(20,000) shares of restricted Cutter & Buck Common Stock and one ormore options to purchase an aggregate of eighty thousand (80,000) shares ofCutter & Buck Common Stock at an exercise price equal to the closingprice of Cutter & Buck’s Common Stock on that date.  All options and restricted shares will besubject to the terms and conditions of Cutter & Buck’s stock optionand restricted stock grant plans and the terms of each such grant oraward.  The options or shares, asapplicable, underlying each category of equity incentive described in this section shallvest in equal one-third (1/3) amounts on each twelve (12) month anniversary ofcontinuous service to Cutter & Buck as President.

 

c.                                       RelocationAssistance.  Cutter & Buckshall engage, at its own expense, a relocation firm to assist Wyatt inrelocating to the Seattle area.  Inaddition, Cutter & Buck will pay up to Two Hundred Fifty ThousandDollars ($250,000.00) (the “Relocation Expense Allowance”) to assist with Wyatt’srelocation to the Seattle area.  TheRelocation Expense Allowance shall be allocated as follows: (i) Cutter &Buck shall reimburse Wyatt for the costs of retaining a moving company torelocate Wyatt’s family to the Seattle area; and (ii) Cutter &Buck will reimburse Wyatt for two thirds (2/3) of the closing costs actuallyincurred in the sale of Wyatt’s residence at 7280 Kings Mountain Road,Birmingham, Alabama 35242.  In the eventthat Wyatt’s employment with Cutter & Buck terminates for any reasonprior to the one-year anniversary of this Agreement, Wyatt shall be obligatedto repay to Cutter & Buck that percentage of the Relocation ExpenseAllowance equal to the number of days remaining prior to the one-yearanniversary of this Agreement divided by three hundred sixty-five (365).  In addition, Cutter & Buck willagree to reimburse Wyatt, upon presentation of receipts, for the costs oftemporary living quarters for a period of time beginning on the execution dateof this Agreement and ending on the earlier of February 1, 2006 or whenWyatt secures permanent housing (such period the “Relocation Period”).  Cutter & Buck’s obligation to paythe costs of temporary living quarters during the Relocation Period shall belimited to the sum of Four Thousand Nine Hundred Eighty Dollars ($4,980) permonth, provided, however, that this limitation may be adjustedupwards by the mutual agreement of the parties if it is ultimately determinedthat there are no suitable temporary living quarters available at or below thatamount.  In connection with thereimbursement payments for temporary living quarters, Cutter & Buckfurther agrees to provide Wyatt with an additional tax gross-up payment so thaton a net after-tax basis, the result to Mr. Wyatt would be the same as ifall federal state and local income taxes had not been imposed on thereimbursement payments.

 

3.                                       Term.  This Agreement shall continue for a period oftwo years from its effective date, subject to earlier termination in accordancewith its provisions.  Upon itsexpiration, unless earlier terminated in accordance with its provisions, thisAgreement, shall be renewed automatically upon the same terms and conditionsfor successive periods of one year, unless otherwise negotiated and agreed uponby the parties.  The successive one year renewalsshall also be subject to the earlier termination provisions of this Agreement.

 

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4.                                       RetirementPlans.  Subject to the satisfactionof eligibility requirements, Wyatt shall participate in Cutter & Buck’squalified pension, profit-sharing or other deferred compensation plan orcombination thereof, if any as offered or amended at Cutter & Buck’sdiscretion.

 

5.                                       TimeOff.  Wyatt shall receive time offfor holidays in accordance with Cutter & Buck’s policies.  Subject to Cutter & Buck’s policiesregarding limits on accrual and payout, Wyatt shall be entitled to sixteen (16)days of paid time off per year, accruable at the rate of 4.92 hours per payperiod.

 

6.                                       ReimbursableExpenses.  Wyatt shall be entitled toreimbursement for all reasonable and necessary expenses including cell phonecharges incurred by Wyatt and approved by Cutter & Buck in connectionwith Cutter & Buck’s business, including (i) monthly golf clubmembership dues (but excluding initiation fees); (ii) entertainment andpromotional expenses (including “greens” fees); and (iii) other directexpenses approved by Cutter & Buck. All such reimbursements shall be paid monthly, provided Wyatt hasfurnished to Cutter & Buck such supporting documentation as Cutter &Buck may reasonably require.

 

7.                                       Insurance.  Wyatt shall receive similar medical, dental,group disability and life insurance coverage provided to all other employees ofCutter & Buck and upon the same terms and conditions.

 

8.                                       Termination  Notwithstanding the Term of this Agreement orany renewals, this Agreement may be terminated by either party as set forthbelow:

 

a.                                       TerminationWithout Cause.  Cutter &Buck may terminate Wyatt’s employment hereunder without Cause upon written noticeto Wyatt.  In the event of termination ofWyatt by Cutter & Buck without Cause, and contingent upon Wyatt’sexecution of a release of all claims against Cutter & Buck and itsofficers, directors, employees and agents, Cutter & Buck shall payWyatt as a separation payment a sum equal to twelve (12) months of hisbase compensation as of the date of his termination, less all appropriatedeductions (the “Separation Benefit”). Such sum shall be payable in twelve (12) equal monthlyinstallments.  Notwithstanding theforegoing, in the event that Wyatt is terminated without cause undercircumstances that would give rise to a right to a Severance Payment under theprovisions of the Change in Control Agreement executed contemporaneously withthis Agreement, Wyatt’s right to receive a Separation Benefit under thisAgreement, will be subject to the provisions of the Change in ControlAgreement.  Under no circumstances willWyatt be entitled to receive both a Separation Benefit under this Agreement anda Severance Payment under the Change in Control Agreement that would exceed theamount to which he would be entitled under the Change in Control Agreement.

 

b.                                      Terminationfor Cause.  Cutter & Buckmay terminate Wyatt’s employment hereunder for “Cause” as that term is definedbelow:

 

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(i)                                     Wyatt’sfailure to perform substantially his responsibilities under this Agreement,after demand for substantial performance has been given by Cutter &Buck that specifically identifies how Wyatt has not substantially performed hisresponsibilities,

 

(ii)                                  Wyatt’sconviction of any felony or of a misdemeanor involving fraud, dishonesty ormoral turpitude or the entry against him of any civil judgment arising fromallegations of fraud, dishonesty or moral turpitude, or any violation of lawwhich has a material adverse effect on Cutter & Buck,

 

(iii)                               Wyatt’sbreach of this Agreement that results in financial or reputational detriment toCutter & Buck*,*

 

(iv)                              Wyatt’smisconduct in the performance of his duties under the Agreement that results infinancial or reputational detriment to Cutter & Buck*,*

 

(v)                                 Wyatt’sbreach of Cutter & Buck’s Code of Ethics or Insider Trading Policy, asnow in effect or as modified in the future,

 

(vi)                              Wyatt’stheft or embezzlement from Cutter & Buck, or

 

(vii)                           Wyatt’sattempt to obstruct or failure to cooperate with any investigation authorizedby Cutter & Buck or any governmental or self-regulatory entity.

 

In the event oftermination “for Cause,” all obligations of Cutter & Buck to paycompensation under this Agreement will immediately cease and Wyatt shall beentitled to no further compensation of any kind with the exception of basecompensation accrued to the date of termination.

 

c.                                       Resignationwithout Good Reason.  Should Wyattwish to terminate his employment with Cutter & Buck without GoodReason (as defined below) during the term of this Agreement, Wyatt shall givethirty (30) days prior written notice to Cutter & Buck specifyingthe date on which such resignation is to become effective.  In the event of a resignation without GoodReason, Cutter & Buck shall have no further obligations to paycompensation to Wyatt under this Agreement other than to pay Wyatt his basecompensation through the date of resignation.  At Cutter & Buck’s sole option, itmay elect to end Wyatt’s service at a date earlier than specified in Wyatt’swritten notice and pay his compensation through the end of a thirty (30) daynotice period.

 

d.                                      Resignationwith Good Reason.  Wyatt may terminatehis employment hereunder for “Good Reason” as that term is defined below:

 

(i)                                     Thematerial diminution of Wyatt’s position, duties, responsibilities or statuswith Cutter & Buck,

 

(ii)                                  Cutter &Buck’s assignment of Wyatt on a substantially full-time basis to work at alocation where the distance between the new location and Wyatt’s principal 

 

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residence is atleast 30 miles greater than the distance between the former location and suchresidence,

 

(iii)                               Anyreduction in Wyatt’s base salary, or a material reduction in benefits payableto Wyatt or the failure of Cutter & Buck to pay Wyatt any earnedsalary, bonus or benefits except with Wyatt’s prior written consent,

 

(iv)                              Cutter &Buck’s failure to obtain an assumption of the obligations incumbent upon Cutter &Buck under this Agreement by any successor to Cutter & Buck,

 

(v)                                 Theexclusion or limitation of Wyatt from participating in some form of variablecompensation plan which provides Wyatt the opportunity to achieve a level oftotal compensation consistent with Wyatt’s potential compensation under thisAgreement, or

 

(vi)                              Anydemand by any director of the Company that Wyatt take any action or refrainfrom taking any action where such action or inaction, as the case may be, wouldviolate any law, rule, regulation or other governmental pronouncement, courtorder, decree or judgment, or breach any agreement or fiduciary duty.

 

In the event of aresignation by Wyatt for Good Reason, and contingent upon Wyatt’s execution ofa release of all claims against Cutter & Buck and its officers,directors, employees and agents, Cutter & Buck shall pay Wyatt a sumequal to twelve (12) months of his base compensation as of the date of hisresignation, less all appropriate deductions (the “Separation Benefit”).  Such sum shall be payable in twelve (12)equal monthly installments.  Notwithstanding the foregoing, in the event that Wyatt resigns for goodreason under circumstances that would give rise to a right to a SeverancePayment under the provisions of the Change Control Agreement executedcontemporaneously with this Agreement, Wyatt’s right to receive a SeparationBenefit under this Agreement, will be subject to the provisions of the Changein Control Agreement.  Under nocircumstances will Wyatt be entitled to receive both a Separation Benefit underthis Agreement and a Severance Payment under the Change in Control Agreementthat would exceed the amount to which he would be entitled under the Change inControl Agreement.

 

e.                                       Death.  This Agreement, Wyatt’s employment hereunder,and Cutter & Buck’s obligations hereunder shall terminate forthwithupon the death of Wyatt and Cutter & Buck shall have no furtherobligation to pay compensation to Wyatt or Wyatt’s estate, successors orbeneficiaries under this Agreement other than to pay Wyatt’s base salarythrough the date of death.

 

f.                                         Disability.  If Wyatt shall fail or be unable to performthis services required under this Agreement, with or without reasonableaccommodation, because of any physical or mental disability, and such failureor inability shall continue for three consecutive months or for a total ofninety (90) days during any consecutive twelve (12) month period,Cutter & Buck shall have the right to terminate this Agreement thirtydays after delivering written notice of such termination to Wyatt; provided,however, that Wyatt shall continue to receive his base compensation to the dateof termination.

 

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9.                                       TradeSecrets and Confidential Information.

 

a.                                       Wyattagrees that both during and after the Term of the Agreement he will keepconfidential and not disclose or use confidential information relating toCutter & Buck’s customers, personnel, designs, pricing, sourcing,manufacturing and distribution policies, methods of doing business, salesvolume information, business prospects or plans, or any other proprietaryinformation which is not otherwise available to the general public, including,but not limited to, information covered under the Uniform Trade Secrets Act,RCW 19.108 et. seq., except in furtherance of the interests of Cutter &Buck.

 

b.                                      Wyattacknowledges that Cutter & Buck’s business and future success dependupon the preservation of the trade secrets and other confidential informationof Cutter & Buck, its subsidiaries, and their suppliers and customers(the “Secrets”).  The Secrets mayinclude, without limitation, existing and to-be-developed or acquired productdesigns, new product plans or ideas, market surveys, the identities of past,present or potential customers, business and financial information, pricingmethods or data, terms of contracts with present or past customers, proposalsor bids, marketing plans, personnel information, procedural and technicalmanuals and practices, servicing routines, and parts and supplier listsproprietary to Cutter & Buck, its subsidiaries or their customers orsuppliers, and any other sorts of items or information of Cutter &Buck or its subsidiaries or their customers or suppliers which are notgenerally known to the public at large. Wyatt agrees to protect and to preserve as confidential during and afterthe Term all of the Secrets at any time known to Wyatt or in his possession orcontrol (whether wholly or partially developed by Wyatt or provided to Wyatt,and whether embodied in any tangible medium or merely remembered).

 

c.                                       Wyattshall neither use nor allow any other person to use any of the Secrets in anyway, except for the benefit of Cutter & Buck.  All material containing or disclosing anyportion of the Secrets shall be and remain the property of Cutter &Buck, and shall be returned to Cutter & Buck upon the termination ofWyatt’s employment or at the earlier request of the Board of Directors.  At such time, Wyatt shall also assemble allmaterials in his possession or control that contain any of the Secrets, andpromptly deliver such items to Cutter & Buck.

 

10.                                 IntellectualProperties.

 

a.                                       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 Wyatt during the Term and in connection with Wyatt’s employmentwith Cutter & Buck shall be the right and property solely of Cutter &Buck, whether developed independently by Wyatt or jointly with others, andwhether or not developed or conceived during regular working hours or at Cutter &Buck’s facilities, and whether or not Cutter & Buck uses, registers,or markets the same.

 

b.                                      Ifand to the extent that Wyatt makes use, in the course of his employment, of anyitems or Intellectual Properties previously developed by Wyatt or developed byWyatt outside the scope of this Agreement, Wyatt hereby grants Cutter &Buck a nonexclusive, royalty-

 

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free, perpetual,irrevocable, worldwide license (with right to sublicense) to make, use, sell,copy, distribute, modify, and otherwise to practice and exploit any and allsuch items and Intellectual Properties.

 

c.                                       Inaccordance with Cutter & Buck’s policy and Washington law, this section doesnot apply to, and Wyatt has no obligation to assign to Cutter & Buck,any invention for which no Cutter & Buck trade secrets and noequipment, supplies or facilities of Cutter & Buck were used and whichwas developed entirely on Wyatt’s own time, unless (i) the inventionrelates directly to the business of Cutter & Buck; (ii) theinvention relates to actual or demonstrably anticipated research or developmentwork of Cutter & Buck; or (iii) the invention results from anywork performed by Wyatt for Cutter & Buck.

 

d.                                      Wyattwill assist Cutter & Buck as reasonably requested during and after theterm of his employment to further evidence and perfect, and to enforce, Cutter &Buck’s rights in and ownership of the Intellectual Properties covered hereby,including without limitation, the execution of additional instruments ofconveyance and assisting Cutter & Buck with applications for patentsor copyright or other registrations.

 

11.                                 Authorityand Non-Infringement.  Wyatt warrantsthat to the best of his knowledge any and all items, technology andIntellectual Properties of any nature developed or provided by him under this Agreementand in any way for or related to Cutter & Buck will be original toWyatt and will not, as provided to Cutter & Buck or when used andexploited by Cutter & Buck and its contractors and customers and itsand their successors and assigns, infringe in any respect on the rights orproperty of any third party.  Wyatt willnot, without prior authorization by the Board, use any equipment, supplies,facilities or proprietary information of any other party.  Wyatt warrants that he is fully authorized toenter into employment with Cutter & Buck and to perform under thisAgreement, without conflicting with any other commitments, understandings,agreements or duties, whether to prior employers or otherwise.  Wyatt agrees to indemnify Cutter &Buck for all losses, claims and expenses (including reasonable attorneys’ fees)arising from claims brought against Cutter & Buck as a result of anybreach by Wyatt of this section.

 

12.                                 Noncompetition,Nonsolicitation and Non-Hire.

 

a.                                       Subjectto the provisions of Section 12.d., below, Wyatt agrees that, both duringthe term and for a period of twelve (12) months following the termination ofWyatt’s employment with Cutter & Buck, Wyatt will not in any capacity,directly or indirectly, engage or invest in, own, manage, operate, finance,control or participate in the ownership, management, operation, financing orcontrol of, be employed by, associated with, or in any manner connected with,lend his name or any similar name to, lend his credit to, render services oradvice to, or assist others to engage in or own a material interest in anybusiness or activity that is, or is preparing to be, in competition with Cutter &Buck, its subsidiaries or licensees with respect to any product or any servicesold or provided by Cutter & Buck directly or through a subsidiary ora licensee of the Cutter & Buck brand in any geographical area inwhich such product or service is sold or is actively engaged in.  Notwithstanding any other provision of thissection, however, Wyatt shall be permitted to maintain an equity ownershipinterest in a competing business if that 

 

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business issubject to reporting obligations under the Securities Exchange Act of 1934 andWyatt’s ownership interest does not exceed two percent (2%) of that entity’soutstanding equity securities.

 

b.                                      Subjectto the provisions of Section 12.d., below, Wyatt further agrees that bothduring the Term of this Agreement and for a period of twelve (12) monthsfollowing the termination of Wyatt’s employment with Cutter & Buck,Wyatt will not:  (i) directly orindirectly solicit or accept business from any actual or identified potentialcustomer of Cutter & Buck or its subsidiaries which might reasonablybe foreseen to decrease such customer’s likelihood to transact future businesswith Cutter & Buck in a volume consistent with its historicalpractices or reasonably anticipated future volume; or (ii) attempt toentice away from Cutter & Buck or its subsidiaries any actual oridentified potential customer of Cutter & Buck or its subsidiaries,nor will Wyatt assist others in doing so. Wyatt further agrees that during the Term of this Agreement and for aperiod of twelve (12) months following termination of his employment with Cutter &Buck, he will not induce or attempt to induce any customer, supplier, licensee,shareholder, investor, or business relation of Cutter & Buck to severor diminish its relationship with Cutter & Buck, or refrain from doingbusiness with Cutter & Buck, its subsidiaries, or its licensees or inany way interfere with the relationship between Cutter & Buck and anycustomer, supplier, licensee, shareholder, investor or business relation ofCutter & Buck.

 

c.                                       Subjectto the provisions of Section 12.d., below, Wyatt further agrees that bothduring the Term of this Agreement and for a period of twelve (12) monthsfollowing the termination of his employment with Cutter & Buck, hewill not, directly or indirectly, for himself or any other person or entity; (i) induceor attempt to induce any employee, consultant, independent sales representativeor independent 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 and anyemployee, consultant, independent sales representative or independentcontractor of Cutter & Buck; or (iii) employ, or otherwise engageas an employee, consultant, independent sales representative or independentcontractor, or otherwise, any individual serving as an employee, consultant,independent sales representative or independent contractor of Cutter &Buck or its subsidiaries on the date this Agreement is executed.

 

d.                                      Inthe event that Wyatt receives a Severance Payment under the Change in ControlAgreement, then the restrictions set forth in Sections 12.a., 12.b., and 12.c.,above, shall be extended to require Wyatt to comply with those Sections for aperiod of twenty-four (24) months from the termination of his employment.

 

e.                                       Nothingin this Agreement prohibits Wyatt from providing truthful testimony togovernmental, regulatory or self regulatory authorities.

 

f.                                         Wyattacknowledges that the covenants contained in this section are necessaryand reasonable to protect Cutter & Buck in the conduct of its businessand that compliance with such covenants will not prevent him from pursuing hislivelihood.  However, should any courtfind that any provision of such covenants is unreasonable, invalid or unenforceable,whether in period of time, geographical area or otherwise, then in that eventthe 

 

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parties herebyagree that such covenants shall be interpreted and enforced to the maximumextent which the court deems reasonable.

 

13.                                 Remedies. Wyatt acknowledges that any breach byhim of the provisions of Sections 9, 10, 11 or 12 may be wholly orpartly irreparable and not fully compensable by damages.  Wyatt hereby agrees that such obligations maybe enforced by injunctive relief and other appropriate remedies, as well as bydamages.  The remedies available toCutter & Buck for violations of Sections 9, 10, 11 and 12 arecumulative and not alternative.

 

14.                                 Amendment;Waivers.  This Agreement may beamended only by a written instrument signed by both parties.  No breach of any agreement, warranty orrepresentation shall be deemed waived unless expressly waived in writing andsigned by the party who might assert such breach.  No failure or delay by either party inexercising any right under this Agreement shall operate as a waiver of suchright nor shall any single or partial exercise of any right preclude any otheror further exercise of such right or the exercise of any other right.

 

15.                                 AssignmentProhibited.  Wyatt may not assign anyof his rights nor delegate any of his duties hereunder.  Cutter & Buck may assign thisAgreement and delegate its duties hereunder in connection with any merger,consolidation, or sale of assets, or to any of its affiliates at any time ownedby, or under common ownership with, Cutter & Buck, provided that anysuch successor or assignee expressly assumes in writing Cutter & Buck’sobligations hereunder .

 

16.                                 GoverningLaw.  This Agreement, including allmatters of construction, validity and performance, shall be governed by, andconstrued and enforced in accordance with, the laws of the State of Washingtonwithout regard to its choice of law provisions.

 

17.                                 Arbitration.  Except for Cutter & Buck’s right toseek injunctive and other relief in any court of competent jurisdiction foralleged violations of Paragraphs 9, 10, 11 and 12 of this Agreement, alldisputes and controversies of every kind between the parties hereto arising outof or in connection with this Agreement and their employment relationship shallbe submitted to binding arbitration.  Thearbitrator shall be appointed by an arbitration service agreed upon by theparties, or if the parties cannot agree upon an arbitration service, by theJudicial Dispute Resolution of Seattle, Washington.  The arbitration shall take place in KingCounty, Washington.  The determinationmade by the arbitrator shall be final and binding upon the parties hereto,subject only to the right to appeal such decision to the Superior Court on anybasis authorized by the Federal Arbitration Act.

 

18.                                 Notices.  All notices and other communications calledfor or required by this Agreement shall be in writing to the parties at theirrespective addresses stated below, or to such other address as a party maysubsequently specify and shall be deemed to have been received (i) upondelivery in person, (ii) upon the passage of seventy-two hours followingpost by the first class registered or certified mail, return receipt requested,with postage prepaid, (iii) upon passage of twenty-four hours followingpost by overnight receipted courier service, or (iv) upon transmittal byconfirmed telex or facsimile provide that if sent by facsimile a copy of suchnotice 

 

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shall beconcurrently sent by U.S. certified mail, return receipt requested and postageprepaid, with an indication that the original was sent facsimile and the dateof its transmittal.

 

19.                                 SavingsClause.  If any provision of thisAgreement, is held to be invalid or unenforceable to any extent in any context,it shall nevertheless be enforced to the fullest extent allowed by law in thatand other contexts, and the validity and force of the remainder of thisAgreement shall not be affected thereby.

 

20.                                 Counterparts.  This Agreement may be signed in severalcounterparts, each of which shall be an original, but all of which togethershall constitute the same instrument.

 

21.                                 CompleteAgreement.  This Agreement comprisesthe entire agreement between the parties. It supersedes and merges within it all prior agreements, discussions orunderstandings between the parties, whether written or oral, express orimplied.  In interpreting and construingthis Agreement, the fact that any particular party may have drafted thisAgreement or any provision hereof shall not be given any weight or relevance.

 

22.                                 Costsand Expenses of Enforcement.  If anylegal action or arbitration is brought to interpret or enforce any term orprovision of this Agreement, then, subject to applicable law, the prevailingparty shall, in addition to any other relief to which such party may beentitled, be awarded against the nonprevailing party, his or its attorney’sfees and costs reasonably and actually incurred.

 

By his signature below, Wyatt acknowledges that he hasread and understood this Agreement, that its terms have been fully and fairlynegotiated between himself and Cutter & Buck, that he has had theopportunity to seek independent legal advice and has obtained such independentlegal advice about the terms and conditions of this Agreement as he sees fit,and that he signs it and accepts its terms, covenants and restrictionsvoluntarily.

 

Executed by the parties as of the date first writtenabove.

 
| CUTTER &  BUCK INC.           |   | JOHN T. WYATT                          |
|----------------------------------------|--------|----------------------------------------|
|                                   |   |                                   |
|                                   |   |                                   |
|                                   |   |                                   |
| By Douglas G.  Southern                |   |                                   |
| Its Chairman                           |   |                                   |
|                                   |   |                                   |
| Notice Address:                        |   | Notice Address:                        |
|                                   |   |                                   |
| 701 North 34th  Street, Suite 400 |   | c/o  Cutter & Buck Inc.       |
| Seattle, WA  98103                     |   | 701 North 34th  Street, Suite 400 |
| Attn: Chairman                         |   | Seattle, WA  98103                     |

 

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