EXHIBIT 10.16

CHANGE IN CONTROL AGREEMENT  FOR  PAUL A. BOURGEOIS  (As amended September 18, 2002)

This Agreement is entered into this 9th day of September, 2002, by and between Cutter & Buck Inc. (the "Company") and Paul A. Bourgeois
("Executive"). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive's employment is terminated in connection with a
change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company's form of Confidentiality and Non-Competition Agreement for executive
officers.

NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the parties hereby agree as follows:

1.CHANGE IN CONTROL.



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2.CONFIDENTIALLY AND NON-COMPETITION AGREEMENT.    In consideration of the obligations undertaken by
the Company pursuant to this Agreement, contemporaneously with the execution of this Agreement, Executive and the Company shall enter into the form of Confidentiality and Non-Competition
Agreement attached hereto as EXHIBIT A and each agreement shall be effective only if both agreements have been executed.

3.TERM OF AGREEMENT.    The Company's obligations under Section 1 of this Agreement shall expire with
respect to Control Events occurring on or after the second anniversary of the date of this Agreement ("Initial Expiration Date"), provided however, that such obligations shall automatically extend for
one (1) year on each anniversary of the Initial Expiration Date unless terminated by the Company effective as of the last day of the then current one (1) year extension by written notice
to

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that effect delivered to the Executive not fewer than ninety (90) days prior to such anniversary of the Expiration Date.

4.AT WILL EMPLOYMENT.    Unless and to the extent otherwise agreed by the Company and Executive in a separate
written employment agreement, Executive's employment shall be "at will", with either party permitted to terminate the employment at any time, with or without cause. No term of any employment agreement
between the Company and Executive shall be construed to conflict with, lessen or expand the obligations of the parties under this Agreement.

5.NOTICES.    All notices and other communications called for or required by this Agreement shall be in writing
and shall be addressed to the parties at their respective addresses stated below or to such other address as a party may subsequently specify by written notice and shall be deemed to have been
received (i) upon delivery in person, (ii) five days after mailing it by U.S. certified or registered mail, return receipt requested and postage prepaid, or (iii) two days after
depositing it with a commercial overnight carrier which provides written verification of delivery:

To the Company:

701 N. 34th Street, Suite 400
Seattle, Washington 98103
Attention: Chief Executive OfficerTo Executive:


6.WITHHOLDING.    Except as described in subsection 1(g) of this Agreement, all payments
due to and all benefits to be provided to Executive hereunder shall be subject to reduction for any applicable withholding taxes, including excise taxes.

7.ASSIGNMENT.    Executive's rights and duties hereunder are personal to Executive and are not assignable to
others, but Executive's obligations hereunder will bind his heirs, successors, and assigns. The Company may assign its rights under this Agreement in connection with any merger or consolidation of the
Company or any sale of all or any portion of the Company's assets (including, without limitation, any division or product line), provided that any such successor or assignee expressly assumes in
writing the Company's obligations hereunder.

8.NO DUTY TO MITIGATE.    Executive shall not be required to mitigate the amount of any payment made or benefit
provided hereunder. The Company may offset any payment due hereunder by the amount of damages to the Company resulting from any breach of this Agreement by Executive.

9.GENERAL.    This Agreement constitutes the exclusive agreement of the parties with respect to the subject matter
hereof and supersedes all prior agreements or understandings of the parties. No waiver of or forbearance to enforce any right or provision hereof 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 other instance or to any other right or provision. This Agreement will be governed by the local laws of the
State of Washington without regard to its conflicts of laws rules to the contrary. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts sitting in King
County, Washington for all matters and actions arising under this Agreement. The prevailing party shall be entitled to reasonable attorneys' fees and costs incurred in connection with such litigation.
No term hereof shall be construed to limit or supersede any other right or remedy of the Company under applicable law with respect to the protection of trade secrets or otherwise. If any provision of
this Agreement 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 that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected thereby.

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.

|CUTTER & BUCK INC. |                         | EXECUTIVE:
|------------------ | ----------------------- | ----------
|By:                | /s/FRANCES M. CONLEY    |           
|                   | Frances M. Conley       |           
|Its:               | Chief Executive Officer |           

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Exhibit A

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT  FOR

This Agreement is entered into this        day
of                        , 2002, by and between Cutter & Buck Inc. (the "Company") and
                        ("Executive"). Executive is an at-will employee of the Company. In consideration of entering into an
agreement to provide Executive with severance benefits if Executive's
employment is terminated in connection with a change in control in the Company, Executive promises, on the terms set forth herein, at all times to protect the Company's proprietary information and to
not compete with the Company following termination of Executive's employment in connection with a change in control.

NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the parties hereby agree as follows:

1.Non-competition and Non-solicitation.



2.Trade Secrets and Confidential Information.



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3.Intellectual Properties.



4.Authority and Non-Infringement.Executive warrants that any and all items, technology, and
Intellectual Properties of any nature developed or provided by Executive under this Agreement and in any way for or related to the Company will be original to Executive and will not, as provided to
the Company or when used and exploited by the Company and its contractors and customers and its and their successors and assigns, infringe in any respect on the rights or property of Executive or any
third party. Executive will not, without the prior written approval of the Company, use any equipment, supplies, facilities, or proprietary information of any other party. Executive warrants that
Executive is

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fully authorized to enter into employment with the Company and to perform under this Agreement, without conflicting with any of Executive's other commitments, agreements, understandings or duties,
whether to prior employers or otherwise. Executive will indemnify the Company for all losses, claims, and expenses (including reasonable attorneys' fees) arising from any breach of by him/her of this
Agreement.

5.Remedies.The harm to the Company from any breach of Executive's obligations under this Agreement may be
wholly or partially irreparable, and Executive agrees that such obligations may be enforced by injunctive relief and other appropriate remedies, as well as by damages. If any bond from the Company is
required in connection with such enforcement, the parties agree that a reasonable value of such bond shall be $5,000. Any amounts received by Executive or by any other through Executive in breach of
this Agreement shall be held in constructive trust for the benefit of the Company.

6.Executive Agreement.In consideration of the obligations undertaken by Executive pursuant to this Agreement,
contemporaneously with the execution of this Agreement, Executive and the Company are entering into a Change in Control Agreement (the "Change in Control Agreement"), and each agreement shall be
effective only if both agreements have been executed.

7.At Will Employment.Unless and to the extent otherwise agreed by the Company and Executive in a separate
written employment agreement, Executive's employment shall be "at will", with either party permitted to terminate the employment at any time, with or without cause. No term of any employment agreement
between the Company and Executive shall be construed to conflict with or lessen Executive's obligations under this Agreement.

8.Notices.All notices and other communications called for or required by this Agreement shall be in writing
and shall be addressed to the parties at their respective addresses stated below or to such other address as a party may subsequently specify by written notice and shall be deemed to have been
received (i) upon delivery in person, (ii) five days after mailing it by U.S. certified or registered mail, return receipt requested and postage prepaid, or (iii) two days after
depositing it with a commercial overnight carrier which provides written verification of delivery:

To the Company:

701 N. 34th Street, Suite 400
Seattle, Washington 98103
Attention: Chief Executive OfficerTo Executive:


9.Assignment.Executive's rights and duties hereunder are personal to Executive and are
not assignable to others, but Executive's obligations hereunder will bind his/her heirs, successors, and assigns. The Company may assign its rights under this Agreement in connection with any merger
or consolidation of the Company or any sale of all or any portion of the Company's assets (including, without limitation, any division or product line), provided that any such successor or assignee
expressly assumes in writing the Company's obligations under the Executive Agreement.

10.General.This Agreement constitutes the exclusive agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements or understandings of the parties. No waiver of or forbearance to enforce any right or provision hereof 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 other instance or to any other right or provision. This Agreement will be governed by the local laws of
the State of Washington without regard to its conflicts of laws rules to the contrary. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts residing in
King County, Washington for all matters and actions arising under this Agreement. The prevailing party shall be entitled to reasonable attorneys' fees and costs incurred in connection with such
litigation. No term hereof shall be construed to limit or supersede any other right or remedy of the Company under

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applicable law with respect to the protection of trade secrets or otherwise. If any provision of this Agreement 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 that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected thereby.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.

|CUTTER & BUCK INC. |                         | EXECUTIVE:
|------------------ | ----------------------- | ----------
|By:                |                         |           
|                   | Frances M. Conley       |           
|Its:               | Chief Executive Officer |           

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