Exhibit 10.2


 


[CUTTER & BUCK
LETTERHEAD]


 


 


              March
7, 2006


 


Ms. Kaia Akre


c/o Cutter & Buck
Inc.


701 N. 34th
Street, Suite 400


Seattle, Washington 98103


 


Re:                             Change
in Control Agreement


 


Dear Kaia:


 


This letter will
confirm our agreement to amend the existing Change in Control Agreement between
you and Cutter & Buck Inc. (the “Company”) dated January 2, 2006 (the
“Existing Agreement”), a copy of which is attached hereto as Exhibit A.  Specifically, paragraph 1(b) of the Existing
Agreement is hereby amended in its entirety to read as follows:


 


The Severance
Payment shall be equal to 125% of Executive’s annual base salary as of the
Termination Date.  If the Termination
Date occurs during the Window but prior to the Control Event, the Severance
Payment shall be reduced by the sum of any severance payments previously
received by Executive from the Company (but not below zero).


 


This amendment will be
effective as of the date hereof.  All
other provisions of the Existing Agreement shall be unaffected by this letter
agreement and shall remain in full force and effect.


 


 


	
   

  	
  Best regards,

  
	
   

  	
   

  
	
   

  	
  CUTTER & BUCK INC.

  
	
   

  	
   

  
	
   

  	
  /s/ John T. Wyatt

  	
   

  
	
   

  	
   

  
	
   

  	
  John T. Wyatt

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged, this 7th
  day of March 2006.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Kaia Akre

  	
   

  	
   

  
	
  Kaia Akre

  	
   

  
				



 

















 


EXHIBIT A


 


CHANGE IN CONTROL
AGREEMENT


FOR


KAIA AKRE


 


This Agreement is
entered into this 2nd day of January 2006, by and between
Cutter & Buck Inc. (the “Company”) and Kaia Akre (“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,
Non-Competition and Nonsolicitation 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.


 


(a)                                  If,
within the period commencing 90 days prior to the date of occurrence (the
“Event Date”) of a Control Event and ending on the date twelve (12) months
after the Event Date (the “Window”), the Company terminates Executive’s
employment (other than for Cause) or Executive resigns for Good Reason, the
Company shall pay to Executive the Severance Payment in immediately available
funds.  If the termination occurs prior
to the Control Event, the Severance Payment is due on the twentieth business
day following the Event Date; if the termination occurs on or subsequent to the
Event Date, the Severance Payment is due on the twentieth business day
following the date of termination (the “Termination Date”).


 


(b)                                 The
Severance Payment shall be equal to 100% of Executive’s annual base salary as
of the Termination Date.  If the
Termination Date occurs during the Window but prior to the Control Event, the
Severance Payment shall be reduced by the sum of any severance payments previously
received by Executive from the Company (but not below zero).


 


(c)                                  Each
of the following shall constitute a “Control Event”:


 


(1)                                  the
acquisition of Common Stock of the Company (the “Common Stock”) by any “Person”
(as such term is defined in the Rights Agreement dated as of November 20,
1998 between the Company and Mellon Investor Services LLC, including any and
all amendments thereto (the “Rights Plan”), together with all Affiliates and
Associates (as such terms are defined in the Rights Plan) of such Person, such
that such Person becomes, after the date of this Agreement, the Beneficial
Owner (as defined in the Rights Plan) of twenty-five percent (25%) or more of
the shares of Common Stock then outstanding, but shall not include any such
acquisition by (i) the Company, (ii) any subsidiary of the Company,
(iii) any employee or director of the Company as of the date hereof, or
(iv) any employee benefit plan of the Company or of any subsidiary of the
Company or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such employee benefit plan; or


 


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(2)                                  the
consummation of any merger, consolidation, reorganization or other transaction
providing for the conversion or exchange of twenty-five percent (25%) or more
of the outstanding shares of Common Stock into securities of any Person, or
cash, or property, or a combination of any of the foregoing; or


 


(3)                                  the
consummation of any sale or other disposition of all or substantially all of
the assets of the Company; or


 


(4)                                  individuals
who, as of the date hereof, constitute the Company’s Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Company’s Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for the election by the Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board of Directors.


 


(d)                                 Each
of the following shall constitute “Good Reason”, provided that it occurs during
the Window:


 


(1)                                  the
material diminution of Executive’s position, duties, responsibilities or status
with the Company or its successor, as compared with the position, duties,
responsibilities or status of Executive with the Company immediately prior to
the Event Date, except in connection with the termination of Executive for
Cause;


 


(2)                                  the
Company’s assignment of Executive on a substantially full-time basis to work at
a location where the distance between the new location and Executive’s
principal residence is at least 30 miles greater than the distance between
the former location and such residence; provided, however, that this paragraph
shall not apply to travel in the furtherance of the Company’s business to an
extent substantially consistent with Executive’s business travel obligations as
of the date hereof;


 


(3)                                  the
Company’s failure to obtain an assumption of the obligations of the Company to
perform this Agreement by any successor to the Company;


 


(4)                                  any
reduction in Executive’s base salary, or a material reduction in benefits
payable to Executive or failure of the Company to pay Executive any earned
salary, bonus or benefits except with the prior written consent of Executive;


 


(5)                                  the
exclusion or limitation of Executive from participating in some form of
variable compensation plan which provides the Executive the opportunity to
achieve a level of total compensation (base salary plus variable compensation)
consistent with what the Executive had the opportunity to earn at the Event
Date; or


 


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(6)                                  any
demand by any director or officer of the Company that Executive take any action
or refrain from taking any action where such action or inaction, as the case
may be, would violate any law, rule, regulation or other governmental
pronouncement, court order, decree or judgment, or breach any agreement or
fiduciary duty.


 


(e)                                  Each
of the following shall constitute “Cause”:


 


(1)                                  any
violation by Executive of any material obligation under this Agreement or the
attached Confidentiality, Non-Competition and Nonsolicitation Agreement;


 


(2)                                  conviction
for commitment of a felony;


 


(3)                                  any
violation of law which has a material adverse effect on the Company;


 


(4)                                  habitual
abuse of alcohol or a controlled substance under circumstances that adversely
affect the Executive’s performance of his or her duties in any way;


 


(5)                                  theft
or embezzlement from the Company;


 


(6)                                  repeated
unexcused absence from work;


 


(7)                                  Disability
of Executive (as defined below); and


 


(8)                                  repeated
failure or refusal by Executive to carry out the reasonable directives, orders
or resolutions of the Company’s Board of Directors or any officer to whom he or
she reports.


 


(f)                                    “Disability”
shall mean any physical, mental or other health condition which renders the
Executive unable to perform the essential functions of his or her position with
or without reasonable accommodation.  Any
disagreement as to whether Executive is disabled shall be resolved by a
physician selected by the Company after an examination of Executive.  Executive hereby consents to such physical
examination and to the examination of all medical records of Executive
necessary, in the judgment of the examining physician, to make the
determination of disability.


 


(g)                                 Notwithstanding
any other provision of this Agreement to the contrary, in the event that any
severance or other payment, benefit or right payable or accruing to Executive
hereunder or under any of the Company’s benefit plans (the “Benefit Plans”)
would constitute a “parachute payment” as defined in Section 280G(b)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”), then the total
amount of severance and other payments or benefits payable to Executive
hereunder and under the Benefit Plans which is deemed to constitute a
“parachute payment” shall not exceed and shall, if necessary, be reduced to an
amount (the “Revised Severance Payment”) equal to 2.99 times Executive’s
“base amount” as defined in Code Section 280G(b)(3).  In the event of a disagreement between the
Company and Executive as to whether the provisions of Code Section 280G
are applicable or the amount of the Revised


 


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Severance Payment, such
determination shall be made by the Company’s independent public accountants or,
if such firm is unable or unwilling to render such a determination, then by a
law firm mutually acceptable to Executive and the Company.  All costs relating to such determination
shall be borne by the Company.  The
Company and the Executive shall cooperate in good faith to make the
determination required by this Section 1(g) by mutual agreement not later
than the later of:  (i) the fifth
day preceding the date that the Severance Payment is or would be due or
(ii) the earlier of (x) the tenth day following the expiration of any
period of accelerated vesting of options to purchase the Company’s Common Stock
provided by Section 5(n) of the Benefit Plan or (y) the tenth day
following the date of exercise by Executive of his or her last remaining option
which was exercisable solely due to the application of Section 5(n) of the
Benefit Plan.  Pending the final
calculation of the Severance Payment or Revised Severance Payment, the Company
shall pay the amounts described under subsection (b) above at the time and
in the manner provided herein; provided that, pending such determination, such
payments shall be reduced by such amounts as the Company estimates in good
faith to be necessary to satisfy its tax (including excise tax) withholding
obligations and effect the reduction in the amount of the Severance Payment, as
contemplated by this subsection 1(g). 
The aggregate amount of any compensation actually paid or provided to
Executive under the terms of this Agreement and in excess of the Revised
Severance Payment shall be deemed, to the extent of such excess, a loan to
Executive payable upon demand and bearing interest at the rate of 8% per annum.


 


(h)                                 Notwithstanding
anything to the contrary contained in this Agreement, the definitions provided
in Section 1(c) which relate to the Company’s Rights Plan shall remain
applicable regardless of whether the Rights Plan itself remains in effect.


 


2.                                       CONFIDENTIALITY,
NON-COMPETITION AND NONSOLICITATION 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,
Non-Competition and Nonsolicitation 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
that effect delivered to the Executive not fewer than ninety (90) days
prior to such anniversary of the Expiration Date.  Executive’s obligations under the
Confidentiality, Non-Competition and Nonsolicitation Agreement shall survive
the termination or the expiration of the Change of Control Agreement regardless
of the reason for termination or expiration according to the terms of the
Confidentiality, Non-Competition and Nonsolicitation Agreement.


 


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


 


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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: Board of
  Directors

  
	
   

  	
   

  	
   

  
	
  To Executive:

  	
   

  	
  Kaia Akre

  
	
   

  	
   

  	
  6230 Wilson Avenue
  South

  
	
   

  	
   

  	
  Seattle, Washington
  98118

  



 


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


 


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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.


 


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/ John T. Wyatt 

  	
   

  	
  Signature

  	
  /s/ Kaia Akre 

  	
   

  
	
   

  	
   John T. Wyatt 

  	
  Printed  Name: Kaia Akre

  
	
  Its:

  	
   Chief Executive
  Officer

  	
   

  
						



 


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Exhibit A


 


CONFIDENTIALITY,
NON-COMPETITION AND NONSOLICITATION AGREEMENT


FOR


KAIA AKRE


 


This Agreement is
entered into this 2nd day of January 2006, by and between Cutter
& Buck Inc. (the “Company”) and Kaia Akre (“Executive”).  Executive is an at-will employee of the
Company.  In consideration of the
Company’s execution of the Change of Control Agreement contemporaneously with
this Agreement, Executive promises, on the terms set forth herein, at all times
to protect the Company’s proprietary information and, for the period of time
specified in Section 1(b) below, not to solicit the customers or employees
of the Company.  Executive further
promises not to compete with the Company following termination of Executive’s
employment in connection with a change in control for the period of time
specified in Section 1(a) below.


 


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.


 


(a)                                  Executive
agrees that during the term of Executive’s employment with the Company and,
subject to receipt of the Severance Payment (as defined below) by the
Executive, until twelve (12) months following the Termination Date (as
defined below), Executive will not in any capacity directly or indirectly engage
in, assist others to engage in or own a material interest in any business or
activity that is, or is preparing to be, in competition with the Company with
respect to any product or service sold or service provided by the Company up to
the time of termination of employment in any geographical area in which at the
time of termination of employment such product or service is sold or is
actively engaged in.  For the purposes of
this Agreement, the terms “Severance Payment” and “Termination Date” shall have
the meanings assigned to them in the Change in Control Agreement (as defined in
Section 6 below).


 


(b)                                 Executive
further agrees that during the term of Executive’s employment with the Company
and for eighteen months after termination of employment, regardless of the
reason for termination, he/she will not directly or indirectly call on, reveal
the name of, or otherwise solicit, accept business from or attempt to entice
away from the Company any actual or identified potential customer of the
Company, nor will he/she assist others in doing so.  Executive further agrees that he/she will
not, during the period stated above, encourage or solicit any other employee or
consultant of the Company to leave such employment for any reason, nor will
he/she assist others to do so.


 


(c)                                  Executive
acknowledges that the covenants in this Section 1 are necessary and
reasonable to protect the Company in the conduct of its business and that
compliance with


 


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such covenants will not prevent
him/her from pursuing his/her livelihood. 
However, should any court find that any 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 interpreted and enforced to the maximum extent which the
court deems reasonable.


 


2.                                       Trade
Secrets and Confidential Information.


 


(a)                                  Executive
acknowledges that the Company’s business and future success depend upon the
preservation of the trade secrets and other confidential information of the
Company and its suppliers and customers (the “Secrets”).  The Secrets may include, without limitation,
existing and to-be-developed or acquired product designs, new product plans or
ideas, market surveys, the identities of past, present or potential customers,
business and financial information, pricing methods or data, terms of contracts
with present or past customers, proposals or bids, marketing plans, personnel
information, procedural and technical manuals and practices, servicing
routines, and parts and 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 or suppliers which are not generally known to the
public at large.  Executive agrees to
protect and to preserve as confidential during and after the term of his
employment all of the Secrets at any time known to Executive or in his/her
possession or control (whether wholly or partially developed by Executive or
provided to Executive, and whether embodied in a tangible medium or merely
remembered).


 


(b)                                 Executive
shall mark all items containing any of the Secrets with prominent
confidentiality notices acceptable to the Company.  Executive shall neither use nor allow any
other person to use any of the Secrets in any way, except for the benefit of
the Company and as directed by Executive’s supervisor.  All material containing or disclosing any
portion of the Secrets shall be and remain the property of the Company, shall
not be removed from the Company’s premises without specific consent from an
officer of the Company, and shall be returned to the Company upon the
termination of Executive’s employment or the earlier request of Executive’s supervisor.  At such time, Executive shall also assemble
all materials in his possession or control which contain any of the Secrets,
and promptly deliver such items to the Company.


 


3.                                       Intellectual
Properties.


 


(a)                                  All
ownership, 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 or
conceived by Executive during the term of his/her employment by the Company
shall be the rights and property solely of the Company, whether developed
independently by Executive or jointly with others, and whether or not developed
or conceived during regular working hours or at the Company’s facilities, and
whether or not the Company uses, registers, or markets the same.


 


(b)                                 In
accordance with the Company’s policy and RCW 49.44.140 and RCW 49.44.150, this
Agreement (other than Subsection 3(c)) does not apply to, and Executive
has no


 


9

















 


obligation to assign to
the Company, any invention for which no Company trade secrets and no equipment,
supplies, services, or facilities of the Company were used and which was
developed entirely on Executive’s own time, unless:  (i) the invention relates directly to
the business of the Company, (ii) the invention relates to actual or
demonstrably anticipated research or development work of the Company, or
(iii) the invention results from any work performed by Executive for the
Company.


 


(c)                                  If
and to the extent that Executive makes use, in the course of his employment, of
any items or Intellectual Properties previously developed by Executive or
developed by Executive outside of the scope of this Agreement, Executive hereby
grants the Company a nonexclusive, royalty-free, perpetual, irrevocable,
worldwide license (with right to sublicense) to make, use, sell, copy,
distribute, modify, and otherwise to practice and exploit any and all such
items and Intellectual Properties.


 


(d)                                 Executive
will assist the Company as reasonably requested during and after the term of
his employment to further evidence and perfect, and to enforce, the Company’s
rights in and ownership of the Intellectual Properties covered hereby,
including without limitation, the execution of additional instruments of
conveyance and assisting the Company with applications for patents or copyright
or other registrations.


 


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 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


 


10

















 


executed.  Executive’s obligations under this Agreement
are, and will continue to be, binding on Executive without regard to whether a
Change of Control has or will occur, except for the noncompetition provisions
of Section 1 (a), which shall only arise in connection with a Change of
Control.


 


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: Board of
  Directors

  
	
   

  	
   

  	
   

  
	
  To Executive:

  	
   

  	
  Kaia Akre

  
	
   

  	
   

  	
  6230 Wilson Avenue South

  
	
   

  	
   

  	
  Seattle, Washington
  98118

  



 


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 applicable law with respect to the


 


11

















 


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: 

  	
  /s/ John T. Wyatt 

  	
   

  	
  Signature

  	
  /s/ Kaia Akre 

  	
   

  
	
   

  	
  John T. Wyatt 

  	
  Printed  Name:
  Kaia Akre

  
	
  Its:

  	
  Chief Executive Officer

  	
   

  
						



 


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