EXHIBIT 10.3
CUTTER &
BUCK
2000 TRANSITION STOCK INCENTIVE
PLAN
FOR OFFICERS
1.
Purposes of the Plan
. The purposes of this 2000
Cutter & Buck Transition Stock Incentive Plan for 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 also an
officer 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”). 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 officers of the
Company.
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 25,000 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 ea
