EXHIBIT 10.4


 


CUTTER & BUCK


2000 TRANSITION STOCK INCENTIVE PLAN


FOR NON-OFFICERS


 


1.                                       Purposes of
the Plan.  The purposes of this 2000
Cutter & Buck Stock Incentive Plan for Non-Officers (the “Plan”) are
to attract and retain the best available personnel for positions of substantial
responsibility with Cutter & Buck Inc. (the “Company”), to provide
additional incentive in the form of stock options or shares of restricted
common stock of the Company (the “Benefits”) to employees of the Company or any
parent or subsidiary of the Company which now exists or hereafter is organized
or acquired by or acquires the Company, and to promote the success of the
business.


 


2.                                       Eligibility.  Any employee who is not also an officer or
director of the Company or any parent or subsidiary of the Company at the time
of the award may receive Benefits under the Plan.


 


3.                                       Administration.  The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company, or a
subcommittee thereof (the “Committee”).


 


4.                                       Effective
Date and Termination of Plan.  The
effective date of the Plan is June 30, 2000.  The Plan shall terminate when all shares of
stock subject to Benefits granted under the Plan shall have been acquired or on
June 30, 2005, whichever is earlier, or at such earlier time as the Board
of Directors may determine.  Termination
of the Plan will not affect the rights and obligations arising under Benefits
granted under the Plan and then in effect.


 


5.                                       Shares
Subject to the Plan.  The stock
subject to Benefits authorized to be granted under the Plan shall consist of
70,000 shares of the Company’s common stock, no par value, or the number and
kind of shares of stock or other securities which shall be substituted or
adjusted for such shares as provided in Section 8.  All or any shares of stock subject to
Benefits which for any reason terminate may again be made subject to Benefits
under the Plan.


 


6.                                       Grant, Terms
and Conditions of Options.  No
participant shall have any rights as a shareholder of the Company with respect
to any shares of stock underlying any option granted hereunder until those
shares have been issued.  Each option
shall be evidenced by a written stock option agreement which will expressly
identify the option as an incentive stock option or as a non-qualified stock
option.  Options granted pursuant to the
Plan need not be identical but each option is subject to the terms of the Plan
and is subject to the following terms and conditions:


 


6.1                                 Price.  The exercise price of each option granted under
the Plan shall be established by the Committee. 
The exercise price may be paid as determined by the Committee.


 


6.2                                 Duration
and Exercise or Termination of Option. 
Each option granted under the Plan shall be exercisable in such manner
and at such times as the Committee shall determine.  Each option granted must expire within a
period of ten (10) years from the grant date.


 





















 


6.3                                 Transferability
of Options.  Each option shall be
transferable only by will or the laws of descent and distribution except and
unless the option provides for additional rights to transfer.


 


6.4                                 Other
Terms and Conditions.  Options may
also contain such other provisions, which shall not be inconsistent with any of
the foregoing terms, as the Committee shall deem appropriate.  No option, however, nor anything contained in
the Plan shall confer upon any participant any right to continue in the Company’s
employ or service nor limit in any way the Company’s right to terminate his or
her employment or service at any time.


 


7.                                       Grant, Terms
and Conditions of Restricted Stock. 
The Committee may grant shares of restricted common stock of the Company
with such terms and conditions as may be determined in the sole discretion of
the Committee.  Grants of shares of
restricted stock shall be made at such cost as the Committee shall determine
and may be issued for no monetary consideration, subject to applicable state
law.  Shares of restricted stock shall be
issued and delivered at the time of the grant or as otherwise determined by the
Committee, but may be subject to forfeiture until provided otherwise in the
applicable restricted stock agreement. 
Each certificate representing shares of restricted stock shall bear a
legend referring to the risk of forfeiture of the shares and stating that such
shares are nontransferable until all restrictions have been satisfied and the
legend has been removed.  At the
discretion of the Committee, the grantee may or may not be entitled to full
voting and dividend rights with respect to all shares of restricted stock from
the date of grant.


 


8.                                       Adjustment
Upon Changes in Capitalization/Change in Control.  The number and kind of shares of Company
stock subject to Benefits under the Plan shall be appropriately adjusted along
with a corresponding adjustment in the option exercise price, if applicable, to
reflect any stock dividend, stock split, split-up, a declaration of a
distribution payable in a form other than Common Stock in an amount that has a
material effect on the price of Common Stock or any combination or exchange of
shares, however accomplished.   An
appropriate adjustment shall also be made with respect to the aggregate number
and kind of shares available for grant under the Plan.  Adjustments, if any, and any determinations
or interpretations, including any determination of whether a distribution has a
material effect on the price of Common Stock, made by the Committee shall be
final, binding and conclusive.  If the
Company or the shareholders of the Company enter into an agreement to dispose
of all or substantially all of the assets or shares by means of a sale, a
reorganization, a liquidation, or otherwise, all options shall become
immediately exercisable with respect to the full number of shares subject to
those options and all restrictions on any shares of restricted stock granted
under the Plan shall be immediately removed.


 


9.                                       Withholding.  To the extent required by applicable federal,
state, local or foreign law, a participant shall make arrangements satisfactory
to the Company for the satisfaction of any withholding tax obligations that
arise pursuant to Benefits granted under the Plan.  The Company shall not be required to issue
shares until such obligations are satisfied. 
The Committee may (but shall not be required to) permit these
obligations to be satisfied by having the Company withhold a portion of the
shares of stock that otherwise would be issued to the participant or by
delivering shares previously owned by the participant.


 


10.                                 Amendment and
Termination.  The Board of Directors
may amend or terminate the Plan as desired except to the extent required by
applicable law.


 


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