NON-QUALIFIED STOCK OPTION AGREEMENT

Employee Bonus Plan Agreement

You are currently viewing:

This Employee Bonus Plan Agreement involves

CUTTER &| BUCK INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: NON-QUALIFIED STOCK OPTION AGREEMENT
Date: 11/2/2005
Industry: APPARL Sector: CYCLIC

Search Employee Bonus Plan Agreement by:

EXHIBIT 10.4

CUTTER & BUCK INC.

1999 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

1. Purpose of the Plan. The purposes of this 1999 Nonemployee Director Stock Incentive Plan (the “Plan”) are to promote the long-term success of Cutter & Buck Inc. (the “Company”) by creating a long-term mutuality of interests between the nonemployee directors and shareholders of the Company, to provide an additional inducement for such directors to remain with the Company, and to provide a means through which the Company may attract able persons to serve as directors of the Company.

2. Administration.

a. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”).

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 matters.

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 163,569 shares of the common stock of the Company (without taking into effect any split of such shares), 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 Company, each person who is then a member of the Board and who is not then an employee of the Company 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 Company or any of its subsidiaries (collectively a “Nonemployee Director”) shall be granted, 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 7,500 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 7,500 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 Company 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 Company of shares held by a broker or other agent. The Company 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 Company upon exercise of the stock option until the Company 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.