**Exhibit 10.1**

 

**SPORT-HALEY, INC.**

**_____________________________________**

 

**WRITTEN CONSENT IN LIEU OF MEETING OF THEBOARD OF DIRECTORS**

**_____________________________________**

 

We, theundersigned, being all of the members of the Board of Directors of Sport-Haley,Inc., a Colorado corporation (the “Corporation”), do hereby vote for, adopt,approve and consent to the following resolutions and actions contemplatedthereby, it being our understanding and intention that the execution of thiswritten consent shall have the same effect as if a meeting of the Board ofDirectors had been properly called pursuant to notice and all directors hadbeen present and voted in favor of the resolutions presented herein:

 

**WHEREAS**, thisCorporation’s directors previously approved, and this Corporation’sshareholders approved on February 14, 1997, an Amended and Restated 1993 StockOption Plan (the “Plan”) as described in the Proxy Statement dated January 3,1997 (the “Proxy Statement:); and

 

**WHEREAS,** Section 15of the Plan provides that “The Board of Directors shall have the authority toamend the Plan from time to time without shareholder approval, providedhowever, that the adoption of any such amendment shall be permitted by Rule16b-3.  Rights and obligations under anyAward granted before any amendment of the Plan shall not be materially alteredor impaired adversely by such amendment, except with consent of the person towhom the Award was granted.”; and

 

**WHEREAS**, the Boardof Directors deems it advisable to amend the Plan to make provision for theacceleration of the vesting of the periods in which the options granted underthe Plan are exercisable;

 

**WHEREAS,** adoption ofan amendment to Plan to include such provision will not materially alter orimpair adversely any rights and obligations under any Award granted prior tothe date hereof; now, therefore, be it

 

**RESOLVED,** that thisCorporation’s Amended and Restated 1993 Stock Option Plan be amended by addinga new section as follows:

 

**Section 3. Administration**

 

A.  The Plan shall be administered by theCommittee.  The Committee shall have theauthority to:

 . . .

(viii)  accelerate the vesting or exercisability ofan option granted pursuant to the Plan.

 

**RESOLVED,** that anyand all actions heretofore taken and any and all documents,

 

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instruments,certificates or instructions (however characterized or described) heretoforeexecuted and delivered or filed and recorded, as the case may be, on behalf ofthis Corporation by the officers of this Corporation in order to carry into effectthe purposes and intent of the foregoing resolutions or the transactionscontemplated therein or thereby be, and the same hereby are, in all respectsratified, confirmed and approved; and finally

 

**RESOLVED,** that theproper officers of this Corporation be, and each of them, hereby is,authorized, empowered and directed to take any and all such actions and toexecute, deliver, file and record, as the case may be, any and all suchdocuments, instruments, certificates or instructions (however characterized ordescribed) as they or any of them may deem necessary or advisable to carry intoeffect the purposes and intent of the foregoing resolutions or the transactionscontemplated therein or thereby, as shall be evidenced conclusively by thetaking of such actions or the execution, delivery, filing and recording, as thecase may be, of such documents, instruments, certificates or instructions.

 

**IN WITNESS WHEREOF,**the undersigned, being all of the members of the Board of Directors of thisCorporation, have hereunto set their hands on the date set forth below, theresolutions contained herein to be effective as of January 17, 2003.

 

 
| /s/Robert G.  Tomlinson |   | /s/Ronald J.  Norick |   |
|-------------------------|--------|----------------------|--------|
| Robert  G. Tomlinson    |   | Ronald  J. Norick    |   |
|                    |   |                 |
|                    |   |                 |
| /s/Kevin M.  Tomlinson  |   | /s/James H.  Everest |   |
| Kevin  M. Tomlinson     |   | James  H. Everest    |   |
|                    |   |                 |
|                    |   |                 |
| /s/Robert W.  Haley     |   |                 |
| Robert W.  Haley        |   |                 |
|                    |   |                 |
|                    |   |                 |
| /s/Mark J.  Stevenson   |   |                 |
| Mark J.  Stevenson      |   |                 |

 

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**SPORT-HALEY, INC.**

**_____________________________________**

 

**WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARDOF DIRECTORS**

**______________________________________**

 

We, theundersigned, being all of the members of the Board of Directors of Sport-Haley,Inc., a Colorado corporation (the “Corporation”), do hereby vote for, adopt,approve and consent to the following resolutions and actions contemplatedthereby, it being our understanding and intention that the execution of thiswritten consent shall have the same effect as if a meeting of the Board ofDirectors had been properly called pursuant to notice and all directors hadbeen present and voted in favor of the resolutions presented herein:

 

**WHEREAS**,this Corporation’s directors previously approved, and this Corporation’sshareholders approved on February 14, 1997, an Amended and Restated 1993 StockOption Plan (the “Plan”) as described in the Proxy Statement dated January 3,1997 (the “Proxy Statement”); and

 

**WHEREAS**,for at least the last three fiscal years, the summary of the Plan contained inthe Company’s annual reports on Form 10-K or 10-KSB, as the case may be, filedwith the Securities and Exchange Commission (“SEC”), has stated that thenon-qualified options authorized to be granted to employees, consultants andnon-employee directors must have an exercise price of not less than 85% of thefair market price of the Company’s common stock;

 

**WHEREAS**,the Summary of the Plan contained in the Proxy Statement stated that theexercise price of all nonqualified stock options granted under the Plan shallbe determined by the Compensation Committee, but shall not be less than 85% ofthe fair market value of the Common Stock;

 

**WHEREAS**,the Plan, as amended, provides that non-qualified options may be granted tonon-employee directors at an exercise price of equal to 100% of the fair marketvalue of the Company’s underlying common stock on the date of grant, and toconsultants at an exercise price of not less than 100% of the fair market valueof the Company’s underlying common stock on the date of grant;

 

**WHEREAS,**non-qualified options have been granted under the Plan on the followingoccasions at less than 100% of the current fair market value: 166,000 optionsissued on January 5, 2000 at an exercise price of $3.00 per share; 304,000options issued on February 12, 2002 at an exercise price of $3.60 per share;25,000 options issued on June 1, 2001 at an exercise price of $3.00 per share;and, 25,000 options issued on August 1, 2001 at an exercise price of $3.00 pershare (the “Option Grants”);

 

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**WHEREAS**,the Board of Directors has been advised that the provision for grantingnon-qualified stock options to employees, non-employee directors andconsultants at an exercise price of not less than 85% of the fair market valueof the Company’s underlying common stock on the date of grant (the“provision”), was inadvertently omitted from the Plan included as an exhibit tothe proxy statement; and

 

**WHEREAS,**Section 15 of the Plan provides that “The Board of Directors shall have theauthority to amend the Plan from time to time without shareholder approval,provided however, that the adoption of any such amendment shall be permitted byRule 16b-3.  Rights and obligationsunder any Award granted before any amendment of the Plan shall not bematerially altered or impaired adversely by such amendment, except with consentof the person to whom the Award was granted.”; and

 

**WHEREAS,**adoption of an amendment to Plan to include such provision will not materiallyalter or impair adversely any rights and obligations under any Award grantedprior to the date hereof and failure to include such provision could materiallyalter or impair adversely any rights and obligations under any Award grantedprior to the date hereof which holders of Awards granted prior to the datehereof believed they had based on the disclosure in the Corporation’s SEC Reports;now, therefore, be it

 

**RESOLVED,**that this Corporation’s Amended and Restated 1993 Stock Option Plan be amendedby amending and superseding the following sections of the Plan, the othersections of the Plan which shall remain as is, as follows:

 

**7.             Awardsto Non-Employee Directors**

**Options granted to Directors who are notEmployees of the Corporation or a Subsidiary shall be subject to the           following terms:**

**(i)            Theexercise price shall be not less than 85% of the Fair Market Value of theunderlying shares of Common Stock on the date of the grant, payable inaccordance with the alternatives stated in Section 9.B.(ii) of the Plan; . . .**

 

**8.             Awardsto Consultants**

**Consultants shall receive Awards inaccordance with the following terms:**

**. . .**

**B.            Awardsof non-qualified stock options to such Consultants shall be subject to the  following terms:**

** **

**(i)            Theexercise price shall be not less than 85% of the Fair Market Value of theunderlying shares of Common Stock on the date of the grant, payable in**

** **

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**                accordance with the alternatives stated in Sections 9.B(ii) and (iii)of the Plan; . . .**

 

**9.             StockOptions**

**. . .**

**B.            Subjectto Section 9.C. relating to incentive stock options and to Sections 7 and 8relating to awards to Directors who are not Employees and to Consultants,options shall be in such form and contain such terms as the Committee deemsappropriate.  While the terms of optionsneed not be identical, each option shall be subject to the following terms:**

**(i)            Theexercise price shall be the price set by the Committee but may not be less than100% of the Fair Market Value of the underlying shares of Common Stock on thedate of the grant for incentive options and not less than 85% of the FairMarket Value of the underlying shares of Common Stock on the date of the grantfor non-qualified options, whether granted to employees, non-employee directorsor consultants. . .**

 

**RESOLVED,**the previous Option Grants and any other grants ofnon-qualified stock options at an exercise price less than 100% of the currentfair market value of the Company’s underlying common stock since the inceptionof the Plan, as amended, are ratified and approved in accordance with theforegoing amendment to the Plan;

 

**RESOLVED,**that any and all actions heretofore taken and any and all documents,instruments, certificates or instructions (however characterized or described)heretofore executed and delivered or filed and recorded, as the case may be, onbehalf of this Corporation by the officers of this Corporation in order tocarry into effect the purposes and intent of the foregoing resolutions or thetransactions contemplated therein or thereby be, and the same hereby are, inall respects ratified, confirmed and approved; and finally

 

**RESOLVED,**that the proper officers of this Corporation be, and each of them, hereby is,authorized, empowered and directed to take any and all such actions and toexecute, deliver, file and record, as the case may be, any and all suchdocuments, instruments, certificates or instructions (however characterized ordescribed) as they or any of them may deem necessary or advisable to carry intoeffect the purposes and intent of the foregoing resolutions or the transactionscontemplated therein or thereby, as shall be evidenced conclusively by thetaking of such actions or the execution, delivery, filing and recording, as thecase may be, of such documents, instruments, certificates or instructions.

 

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**IN WITNESS WHEREOF,**the undersigned, being all of the members of the Board of Directors of thisCorporation, have hereunto set their hands on the date set forth below, theresolutions contained herein to be effective as of January 17, 2003.

 

 
|                    |              |
|-------------------------|-------------------|
| /s/Robert G.  Tomlinson |              | /s/Ronald J.  Norick |   |
| Robert  G. Tomlinson    | Ronald  J. Norick |
|                    |              |
| /s/Kevin M.  Tomlinson  |              | /s/James H. Everest |   |
| Kevin  M. Tomlinson     | James  H. Everest |
|                    |              |
| /s/Robert W.  Haley     |              |   |
| Robert W.  Haley        |              |
|                    |              |
| /s/Mark J.  Stevenson   |              |   |
| Mark J.  Stevenson      |              |

 

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