NON-QUALIFIED STOCK OPTION AGREEMENTEmployee Bonus Plan Agreement |
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EXHIBIT 10.2
1995 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
CUTTER & BUCK INC.
(Restated as of September 19, 1995)
A.
Purpose of the Plan. The purposes of this 1995 Nonemployee Director
Stock Incentive Plan (the “Plan”) are to promote the
long-term success of CUTTER & BUCK INC. (the
“Corporation”) by creating a long-term mutuality of interests
between the Nonemployee directors and shareholders of the Corporation, to
provide an additional inducement for such directors to remain with the
Corporation, and to provide a means through which the Corporation may attract
able persons to serve as directors of the Corporation.
2.
Administration.
a.
The Plan shall be administered by a
Committee (the “Committee”) appointed by the Board of Directors of
the Corporation (the “Board”) and consisting of not less than two
members of the Board. The Committee shall keep records of action taken at
its meetings. A majority of the Committee shall constitute a quorum at
any meeting, and the acts of a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by all the members of
the Committee, shall be the acts of the Committee.
b.
The Committee shall interpret the Plan
and prescribe such rules, regulations and procedures in connection with the
operations of the Plan as it shall deem to be necessary and advisable for the
administration of the Plan consistent with the purposes of the Plan. All
questions of interpretation and application of the Plan, or as to stock options
granted under the Plan, shall be subject to the determination of the Committee,
which shall be final and binding.
c.
Notwithstanding the above, the selection
of the directors to whom stock options are to be granted, the timing of such
grants, the number of shares subject to any stock option, the exercise price of
any stock option, the periods during which any stock option may be exercised
and the term of any stock option shall be as hereinafter provided, and the
Committee shall have no discretion as to such matter.
3.
Shares Available Under the Plan. The aggregate number of shares which may be
issued and as to which grants of stock options may be made under the Plan is
73,239 shares of the common stock of the Corporation (without taking into
effect any split of such shares), having no par value (the “Common
Stock”), subject to adjustment and substitution as set forth in
Section 6. If any stock option granted under the Plan is canceled by
mutual consent or terminates or expires for any reason without having been exercised
in full, the number of shares subject to such option shall again be available
for purposes of the Plan. The shares which may be issued under the Plan
may be authorized but unissued shares, treasury shares, or both.
4.
Grant of Stock Options. On the third business day following the day of
each annual meeting of the shareholders of the Corporation, each person who is
then a member of the Board and who is not then an employee of the Corporation
or any of its subsidiaries and is not then an independent consultant (other
than in his or her capacity as a member of the Board) to the Corporation or any
of its subsidiaries (collectively a “Nonemployee Director”) shall
be granted,
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automatically and without further action by the Board or the Committee, a “nonstatutory stock option” (i.e., a stock option which does not qualify under Section 422 or 423 of the Internal Revenue Code of 1986 (the “Code”)) to purchase 3,468 shares of Common Stock, subject to adjustment and substitution as set forth in Section 6. If the number of shares then remaining available for the grant of stock options under the Plan at any time is not sufficient for each Nonemployee Director then eligible to be granted an option for 3,468 shares (or the number of adjusted or substituted shares pursuant to Section 6), then each such Nonemployee Director shall be granted an option for a number of whole shares equal to the number of shares then remaining available divided by the number of Nonemployee Directors then eligible for grant of an option in accordance with this Section 4, disregarding any fractions of a share.
5.
Terms and Conditions of Stock Options. Stock options granted under the Plan shall be
subject to the following terms and conditions:
a.
The purchase price at which each stock
option may be exercised (the “Option Price”) shall be one hundred
percent (100%) of the fair market value of the shares of Common Stock covered
by the stock option on the date of grant, determined as provided in
Section 5.g.
b.
The Option Price shall be paid in full
upon exercise, in cash in United States dollars (including check, bank draft or
money order); provided, however, that in lieu of such cash the person
exercising the stock option may pay the Option Price in whole or in part by
delivering to the Corporation shares of the Common Stock having a fair market
value on the date of exercise of the stock option, determined as provided in
Section 5.g, equal to the Option Price for the shares being purchased;
except that (i) any portion of the Option Price representing a fraction of
a share shall in any event be paid in cash, and (ii) no shares of the Common
Stock which have been held for less than six months may be delivered in payment
of the Option Price of a stock option. Delivery of shares may also be
accomplished through the effective transfer to the Corporation of shares held
by a broker or other agent. The Corporation will also cooperate with any
person exercising a stock option who participates in a cashless exercise
program of a broker or other agent under which all or part of the shares
received upon exercise of the stock option are sold through the broker or other
agent or under which the broker or other agent make a loan to such
person. Notwithstanding the foregoing, the exercise of the stock option
shall not be deemed to occur and no shares of Common Stock will be issued by
the Corporation upon exercise of the stock option until the Corporation has
received payment of the Option Price in full. The date of exercise of a
stock option shall be determined under procedures established by the Committee,
and as of the date of exercise, the person exercising the stock option shall be
considered for all purposes to be the owner of the shares of Common Stock with
respect to which the stock option has been exercised. Payment of the
Option Price with shares shall not increase the number of shares of the Common
Stock which may be issued under the Plan as provided in Section 3.
c.
No stock option shall be exercisable
during the first six months of its term except in case of death as provided in
Section 5.e. Subject to the preceding sentence and subject to
Section 5.e, which provides for earlier termination of a stock option
under certain circumstances, each stock option shall be exercisable for ten
years from the date of grant and not thereafter. A stock option to the extent
exercisable at any time may be exercised in whole or in part.
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d. No stock option shall be transferable by the grantee otherwise than by will, or if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death. All stock options shall be exercisable during the lifetime of the grantee onl
