EXHIBIT 10.3


 


CUTTER &
BUCK


1997
STOCK INCENTIVE PLAN


 


1.                                       Purposes
of the Plan.  The purposes of this
1997 Cutter & Buck Stock Incentive Plan (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, officer or consultant or
advisor of the Company or any parent or subsidiary of the Company 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”). 
The Committee shall either (i) consist solely of two or more
non-employee directors of the Company as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, or (ii) cause any director
who is not a non-employee director to abstain from any action by the Committee
related to granting Benefits to executive officers of the Company.  The Board of Directors may also appoint one
or more separate committees of the Board of Directors who may administer the
Plan with respect to employees who are not executive officers of the Company.


 


4.                                       Effective
Date and Termination of Plan. 
Subject to shareholder approval, the effective date of the Plan is July 31,
1997.  The Plan shall terminate when all
shares of stock subject to Benefits granted under the Plan shall have been
acquired or on June 10, 2007, 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
542,729 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. 
Incentive stock options as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, and non-qualified stock options may be granted by the
Committee at any time and from time to time prior to the


 





















 


termination of the Plan
to those employees of the Company or any parent or subsidiary of the Company
who, in the Committee’s judgment, are largely responsible through their
judgment, interest, ability and special efforts for the successful conduct of
the Company’s operations.  However, no
participant shall be granted options in any year to purchase more than 75,000
shares of the Company’s Common Stock as adjusted as provided in Section 8.


 


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.  Furthermore, the grant of an incentive option
pursuant to the Plan shall in no way be construed as an alternative to the
right of an optionee to purchase stock pursuant to any present or future grant
of a non-qualified option under any of the Company’s current or future stock
option plans.  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


 


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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.  No participant shall be granted more than
75,000 shares of restricted stock of the Company in any year, as adjusted as
provided in Section 8.


 


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, without further action by
the Company’s shareholders, except to the extent required by applicable law.


 


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