Exhibit 10.1


SEPARATION AND RELEASE AGREEMENT


WHEREAS Jim C. McGehee (“McGehee”) has tendered his
resignation as the Executive Vice President and Manager of SBU Group of Cutter & Buck
Inc. (“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 & Buck
will mutually agree on the nature and scope of any services to be performed by
McGehee from the date hereof through December 31, 2004;


AND WHEREAS McGehee and Cutter & Buck
desire to settle and resolve all possible disputes between them arising out of
McGehee’s employment, his resignation as an officer and his separation from
employment, and to memorialize their agreement regarding certain post-termination
obligations assumed by McGehee;


THEREFORE it is now agreed
as follows:


1.   Confidentiality
of Agreement.   The parties agree to keep this Agreement
confidential and not to disclose any information contained in this Agreement,
including the existence or substance of the separation benefits provided to
McGehee, except to (i) McGehee’s personal attorney and tax or financial
advisor, (ii) within Cutter & Buck’s management, (iii) as
required by law, or (iv) as Cutter & Buck deems appropriate
to comply its obligations under with federal or state securities laws,
including, without limitation, any obligation to file this document with the
Securities and Exchange Commission. The parties agree to inform each individual
to whom disclosure is made under this paragraph of the confidentiality
provisions in this Agreement.


2.   Representation
Regarding Conduct.   McGehee represents that he has not
knowingly participated in any: (i) intentional wrongdoing or
misrepresentation or (ii) breach of any duty to Cutter & Buck
or to any shareholder, investor, customer, vendor, employee or governmental
regulator. Cutter & Buck represents that it has not knowingly
participated in any: (i) intentional wrongdoing or misrepresentation or (ii) breach
of any fiduciary duty to McGehee. McGehee acknowledges that, notwithstanding
his departure as an officer and employee, he has an obligation to avoid buying
or selling Cutter & Buck stock on the basis of material nonpublic
information.


3.   Agreement Not
Admission.   This Agreement is not an admission by either party
that he or it (or any of its employees), respectively, has violated any law or
failed to fulfill any duty to the other.


4.   Resignation of
Position; Transition of Employment Duties Through And After Separation Date.   McGehee
hereby acknowledges that he ceased to be Executive Vice President and Manager
of 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 President
attached hereto as Exhibit A.
McGehee acknowledges that upon receipt of his regular salary and benefits
through December 31, 2004, less all lawful and required deductions, which
includes an accommodation for all of his accrued and unused vacation pay, he
will have received all wages, benefits, bonuses, incentive compensation or
other compensation due to him from Cutter & Buck through December 31,
2004. McGehee agrees to cooperate and provide information and assistance to
Cutter & Buck management, as and when reasonably requested, both
before and after his Separation Date, but the nature and timing of such
requests (if any) shall not impose any undue hardship on McGehee or cause him
to bear any unreimbursed reasonable expense.


5.   Status of COBRA
Rights and Options.   McGehee’s rights under COBRA shall be the
same as any other terminating employee. McGehee’s rights under the Stock Option
Plans 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 or
acquire shares of Cutter & Buck stock except as set forth on Exhibit B to this Agreement and that said rights to
purchase must be exercised in 











accordance with the
applicable plans and will expire ninety (90) days after his termination
date of December 31, 2004.


6.   Separation Benefits to McGehee.   In
consideration of the release provided by McGehee and conditioned on his
compliance with the noncompetition, nonsolicitation and nonhire obligations
assumed by him herein, as well as other performances by McGehee as set forth in
this Agreement, and conditioned on McGehee not revoking his ADEA release,
Cutter & Buck also agrees to provide McGehee with the following
separation benefits, which McGehee acknowledges are in excess of any wages,
benefits or other compensation due to him from Cutter & Buck as
follows:  Cutter & Buck
will 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 each
month.


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


7.   Releases.


a.   McGehee’s Release.   In exchange for the separation benefits provided
for herein, and except for the obligations assumed by Cutter & Buck
herein, McGehee and Konny McGehee, his spouse, individually and on behalf of
their marital community (collectively “McGehee”), release and forever discharge
Cutter & Buck, its successors and assigns, along with all of its
directors, trustees, officers, shareholders, employees, corporate affiliates,
attorneys or agents 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 status as an employee, shareholder, officer or other
relationship with Cutter & Buck, whether based in tort, contract,
or any federal, state or local law, statute or regulation. The parties
represent and warrant that no promise or inducement has been offered except as
set forth in this Agreement; that this Agreement is executed without reliance
upon any statement or representation by either party to the other regarding the
nature and extent of any liability of one to the other. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, McGEHEE SPECIFICALLY UNDERSTANDS THAT BY EXECUTING THIS
AGREEMENT, HE IS GIVING UP ANY AND ALL RIGHTS AND CLAIMS HE MAY HAVE
AGAINST CUTTER & BUCK WITH RESPECT TO EVENTS OCCURRING ON OR
BEFORE THE EXECUTION OF THIS AGREEMENT, INCLUDING UNKNOWN CLAIMS. McGehee
specifically understands that he is not entitled to any other compensation,
benefit or payment from Cutter & Buck other than that expressly
set forth in this Agreement. McGehee acknowledges that he has had an
opportunity to consult with counsel prior to signing this Agreement and that he
signed this Agreement only after full reflection and analysis. Specifically
included in this release, but not by way of limitation, is any claim for
wrongful discharge, breach of contract, defamation, mental distress, or
employment discrimination, including but not limited to claims arising under
the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Americans With
Disabilities Act, the Family Medical Leave Act or the Washington Law Against
Discrimination, based on age, gender, disability or any other protected
category, as well as any claims under the Employee Retirement Income Security
Act. McGehee warrants and agrees that he has not and will not file any claim
for damages, lawsuit or any other action against Cutter & Buck,
its Board of Directors, or any Cutter & Buck officer or 



 2
 








employee
with respect to the foregoing, and that he has not assigned any such claim or
cause of action to any other person.


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


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


b.   ADEA Release by McGehee.   McGehee
acknowledges that he is knowingly and voluntarily waiving and releasing any
rights that he may have under the Age Discrimination in Employment Act (“ADEA”).
McGehee also acknowledges that the consideration given for this Agreement is in
addition to anything of value to which he was already entitled. McGehee further
acknowledges 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 may
arise after the execution date of this Agreement; (ii) McGehee should
consult with an attorney prior to executing this Agreement; (iii) McGehee
has twenty-one (21) days to consider this Agreement (although he may
choose to voluntarily execute this Agreement earlier and to waive such period
of consideration); (iv) McGehee has seven (7) days following the
execution of this Agreement to revoke the Agreement by written notice to
Theresa Treat, Vice President and Manager of Human Resources; and (v) this
Agreement will not be effective until the date upon which the revocation period
has expired, which will be the eighth day after this Agreement is executed by
McGehee (“Effective Date”). Nothing in this Agreement prevents or precludes
McGehee from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs for doing so, unless specifically authorized by
federal law.


c.   Cutter Buck’s
Release.   In exchange for McGehee’s release and other
performance obligations assumed herein, and except as set forth elsewhere in
this Agreement, Cutter & Buck, including its successors and
assigns, 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 or
regulation arising through the date of this Agreement. Notwithstanding the
foregoing, Cutter & Buck’s release of claims shall not extend to
the obligations assumed by McGehee in this Agreement, any claim for damage
arising from any falsity in McGehee’s representation in Section 2 of this
Agreement or any outstanding advance made by Cutter & Buck on McGehee’s
behalf in connection with a grant of Cutter & Buck restricted stock. Upon
payment of Nineteen Thousand One Hundred Dollars ($19,100.00) advanced in
connection with prior grants of restricted stock, Cutter & Buck will
release to McGehee all certificates representing McGehee’s shares of Cutter &
Buck stock.


8.   Return of
Company Property.   McGehee represents that on or before December 31,
2004, he will return to Cutter & Buck all property and equipment
furnished to or prepared by McGehee or his subordinates in the course of or
incident to his employment by Cutter & Buck, including, without
limitation, all books, manuals, records, reports, notes, contracts, lists and
other documents or materials, or copies thereof (including computer files), the
master key, company credit cards, computer equipment, agreements and all other
proprietary information and property belonging to or relating to the business
of Cutter & Buck or any affiliate. McGehee’s obligation under
this Agreement precludes him from keeping 



 3
 








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


9.   Confidential
Information; Trade Secrets; Intellectual Property.   McGehee
warrants and represents that he has not knowingly and intentionally, other than
in the interests of Cutter & Buck, and will not in the future
disclose or use confidential information related to Cutter & Buck’s
customers, personnel, designs, pricing, marketing plans, budgets, strategies,
financial or other proprietary information that 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.,
and that he will at all times continue to keep all such information
confidential. McGehee further warrants and represents that during his term of
employment he was in compliance with the following, and following his term of
employment, he will continue to comply (as applicable) as follows:


(a)    McGehee
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. McGehee 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 McGehee or in his/her
possession or control (whether wholly or partially developed by McGehee or
provided to McGehee, and whether embodied in a tangible medium or merely
remembered).


(b)   McGehee
shall mark all items containing any of the Secrets with prominent
confidentiality notices acceptable to Cutter & Buck. McGehee
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 McGehee’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 McGehee’s employment. At
such time, McGehee shall also assemble all materials in his possession or
control which contain any of the Secrets, and promptly deliver such items to
the Company.


(c)    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 McGehee during the term of his/her employment by the Company shall
be the rights and property solely of the Company, whether developed independently
by McGehee 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.


(d)   In
accordance 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 no
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 McGehee’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 McGehee for the Company.



 4
 








(e)    If and to
the extent that McGehee has made use, in the course of his employment with
Cutter & Buck, of any items or Intellectual Properties previously
developed by McGehee or developed by McGehee outside of the scope of employment
with Cutter & Buck, McGehee 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.


(f)    McGehee
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.


(g)    McGehee warrants that any and all items, technology, and
Intellectual Properties of any nature developed or provided by McGehee during
his employment and in any way for or related to the Company will be original to
McGehee 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 McGehee or any
third party. McGehee did not, while an employee, without the prior written
approval of the Company, use any equipment, supplies, facilities, or
proprietary information of any other party. McGehee warrants that McGehee was
fully authorized to enter into employment with the Company and to perform his
obligations as an employee, and under this Section 9, without conflicting
with any of McGehee’s other commitments, agreements, understandings or duties,
whether to prior employers or otherwise. McGehee will indemnify the Company for
all losses, claims, and expenses (including reasonable attorneys’ fees) arising
from any breach of by him of this Section 9.


10.   Noncompetition; Nonsolicitation; and
Nonhiring.


a.   Noncompetition.   McGehee
agrees that from the date hereof and through and including September 30,
2005, McGehee 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 or control 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 or advice to, or 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 Cutter & Buck, its
subsidiaries or licensees with respect to any product or any service sold or
provided by Cutter & Buck directly or through a subsidiary or a
licensee of the Cutter & Buck brand in any geographical area in
which 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 golf
pro shops, resorts, corporate accounts, specialty retail stores, international
distributors or licensees.


b.   Nonsolicitation
of Customers, Etc.    McGehee further agrees that from the date
hereof and through and including September 30, 2005, he will not, directly
or indirectly, call on, reveal the name of or otherwise solicit, accept
business from or attempt to entice away from Cutter & Buck or its
subsidiaries any actual or identified potential customer of Cutter & Buck
or its subsidiaries, nor will he assist others in doing so. McGehee further
agrees that through and including September 30, 2005, he will not induce
or attempt to induce any customer, supplier, licensee, shareholder, investor or
business relation of Cutter & Buck to sever or diminish its
relationship with the Company or refrain from doing business with the Company,
its subsidiaries or its licensees or, in any way, interfere with the
relationship between Cutter & Buck and any customer, supplier,
licensee, shareholder, investor or business relation of Cutter & Buck.



 5
 








c.   Nonsolicitation
and Nonhiring of Employees and Others.   McGehee further agrees
that from the date hereof and through and including December 31, 2005, he
will not, directly or indirectly, for himself or any other person or
entity:  (i) induce or attempt to
induce any employee, consultant, independent sales representative or
independent contractor of Cutter & Buck to leave the employ of or
terminate his, her or its contract with Cutter & Buck; (ii) in
any way interfere with the relationship between Cutter & Buck and
any employee, consultant, independent sales representative or independent contractor
of Cutter & Buck; or (iii) employ, or otherwise engage as an
employee, consultant, independent sales representative or independent
contractor or otherwise, any employee, consultant, independent sales
representative or independent contractor of Cutter & Buck or its
subsidiaries.


11.   Nondisparagement
and Cooperation.   The parties agree that they will not
disparage each other or their respective officers, board members, directors,
employees, customers or agents in any way now or in the future. McGehee will
cooperate with and make himself available to Cutter & Buck and
its counsel, with regard to any dispute or litigation with any third party,
provided that both parties understand and agree to provide McGehee with
flexibility as to scheduling, so as to protect against significant interference
with new employment possibilities and/or responsibilities. McGehee shall not be
paid for his time prior to September 30, 2005, but the Company shall pay a
reasonable amount for such time, if any, following September 30, 2005.


12.   Savings
Provision.   McGehee acknowledges that the covenants in
Sections 8, 9, 10 and 11 are necessary and reasonable to protect Cutter & Buck
in the conduct of its business and that compliance with such covenants will not
prevent him from pursuing his 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 construed, interpreted
and enforced to the broadest extent still possible to be enforced in accordance
with applicable law. If any other provision of this Agreement is held to be
invalid or unenforceable to any extent in any context, it shall likewise
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.


13.   No Limitation
on Testimony.   Nothing in this Agreement shall serve to prevent
McGehee from providing truthful testimony to governmental, regulatory or
self-regulatory authorities.


14.   Remedies.   The
obligations of confidentiality, nondisparagement, nonsolicitation and nonhiring
provided in this Agreement are material parts of the consideration and
inducement to the parties. Further, the parties agree that the harm from any
breach of obligations under this Agreement may be wholly or partially
irreparable. Accordingly, in the event of an actual or threatened violation a
party shall be entitled to seek an injunction obtainable in any court of
competent jurisdiction where a violation or threat of violation has occurred or
is occurring. Nothing herein shall be construed as prohibiting the parties from
pursuing any other remedies available for such violation or attempted
violation, including the recovery of damages. If any bond is required in
connection with such enforcement, the parties agree that a reasonable value of
such bond shall be $5,000. Upon a finding of a violation by McGehee, any
amounts received by McGehee or by any other through McGehee in breach of this
Agreement shall be deemed by the court to be held in constructive trust for the
benefit of Cutter & Buck.


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



 6
 








under this
Agreement, along with the assumption of its obligations hereunder, only 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).


16.   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. 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.


17.   Choice of Law /
Attorney Fees.   This Agreement will be governed by the local
laws of the State of Washington without regard to its rules regarding
conflicts of laws, except to the extent superseded by federal law, including
ERISA. The prevailing party in any proceeding with respect to this Agreement
shall be entitled to reasonable attorneys’ fees and costs incurred in
connection with such proceeding.


18.   Dispute
Resolution.   Except for actions in any court of competent
jurisdiction for temporary, preliminary or permanent injunctive relief to
compel compliance with the terms of Sections 8, 9, 10 and 11, any disputes
or claims that may arise for alleged breaches of this Agreement shall be
decided by final and binding arbitration under the auspices of Judicial Dispute
Resolution in King County, Washington.


[Intentionally blank]



 7
 








19.   Knowing and
Voluntary Waiver; Advice of Counsel.   McGehee acknowledges that
he has been advised to consult with an attorney, and has had the opportunity to
do so, before signing this Agreement, which McGehee has been given a reasonable
period 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

  	
   

  	
   

  	
   

  



 



 8
 








EXHIBIT A


December 8, 2004


To:  The Board of Directors of Cutter & Buck
Inc.


The undersigned, Jim C. McGehee, hereby resigns as
Executive Vice President and Manager SBU Group effective immediately, and as an
employee of Cutter & Buck Inc., effective as of December 31,
2004.


	
   

  	
  /s/ JIM C. MCGEHEE

  
	
   

  	
  Jim C. McGehee

  



 



 9
 








EXHIBIT B*


Jim C. McGehee—Option
Summary 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

  	
   

  	
   

  














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


 



 10