CUTTER & BUCK INC, S-8, 1997-12-23

CUTTER & BUCK INC
S-8, 1997-12-23
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS

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<PAGE>

As filed with the Securities and Exchange Commission on December 23, 1997.
Registration No. 333-_________

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

------------------------

CUTTER & BUCK INC.
(Exact Name of Registrant as Specified in Its Charter)

Washington 91-1474587
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Martin J. Marks
2701 First Avenue, Suite 500 2701 First Avenue, Suite 500
Seattle, Washington 98121 Seattle, Washington 98121
(Address of Principal Executive Offices, (206) 622-4191
including zip code) (Name, address and telephone number,
including area code, of agent for
service)

Cutter & Buck Inc. 1997 Stock Incentive Plan
March 12, 1996 Sales Representative Stock Option Agreements
(Full Title of Plans)

Copy to:
Gregory L. Anderson
Lane Powell Spears Lubersky LLP
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered (1) Share Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 350,000 $18.625 $6,518,750 $1,924
no par value
- ------------------------------------------------------------------------------------------------------------
Common Stock, 2,500 $18.625 $46,562.50 $14
no par value
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Together with an indeterminate number of additional shares of Common Stock
which may be necessary to adjust the number of shares of Common Stock reserved
for issuance pursuant to the 1997 Stock Incentive Plan as the result of any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the Registrant.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act"). The price per share is estimated to be $18.625 based on the
average of the high ($19.00) and low ($18.25) sales prices for the Common Stock
on December 17, 1997 as reported on the Nasdaq National Market.

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Page 1 of 15 Exhibit Index Appears on Page 7

<PAGE>

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:

(a) The Registrant's Annual Report on Form 10-K for the year ended April
30, 1997;

(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
July 31 and October 31, 1997; and

(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 0-26608).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicate that the securities offered hereby have
been sold or which deregister the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the
Securities Act. Article XI of the Registrant's Restated Articles of
Incorporation provides for indemnification of the Registrant's directors,
officers and others to the maximum extent permitted by Washington law.

Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not entitled. Article X of the Registrant's Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.

Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.

<PAGE>

ITEM 8. EXHIBITS.

Exhibit
Number Description

5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality of
the Common Stock being registered

10.1 Cutter & Buck Inc. 1997 Stock Incentive Plan

10.2 March 12, 1996 Sales Representative Stock Option Agreements

23.1 Consent of Ernst & Young LLP, Independent Auditors

23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion
filed as Exhibit 5.1)

24.1 Power of Attorney (see signature page)

ITEM 9. UNDERTAKINGS.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

<PAGE>

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Seattle, State of Washington, on the 23rd day of December, 1997.

CUTTER & BUCK INC.

By /s/ Harvey N. Jones
----------------------------------
Harvey N. Jones, Chairman and
Chief Executive Officer

<PAGE>

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes Harvey N.
Jones as attorney-in-fact with full power of substitution, to execute in the
name and on the behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments, and any related Rule 462(b)
Registration Statement and any amendment thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated below on
the 23rd day of December, 1997.

SIGNATURE TITLE

/s/ Harvey N. Jones Chairman, Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer)
Harvey N. Jones

/s/ Martin J. Marks President, Chief Operating Officer, Treasurer,
- ----------------------------- Secretary and Director
Martin J. Marks

/s/ Stephen S. Lowber Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
Stephen S. Lowber

/s/ Michael S. Brownfield Director
- -----------------------------
Michael S. Brownfield

/s/ Frances M. Conley Director
- -----------------------------
Frances M. Conley

/s/ Larry C. Mounger Director
- -----------------------------
Larry C. Mounger

/s/ James C. Towne Director
- -----------------------------
James C. Towne

<PAGE>

INDEX TO EXHIBITS

Exhibit Sequentially
Number Description Numbered Page

5.1 Opinion of Lane Powell Spears Lubersky LLP regarding
the legality of the Common Stock being registered . . . . . . . 8

10.1 Cutter & Buck Inc. 1997 Stock Incentive Plan. . . . . . . . . . 9

10.2 March 12, 1996 Sales Representative Stock Option Agreements . . 11

23.1 Consent of Ernst & Young LLP, Independent Auditors. . . . . . . 15

23.2 Consent of Lane Powell Spears Lubersky LLP (included
in opinion filed as Exhibit 5.1). . . . . . . . . . . . . . . . N/A

24.1 Power of Attorney (see signature page). . . . . . . . . . . . . N/A

<PAGE>

EXHIBIT 5.1

December 23, 1997

Cutter & Buck Inc.
2701 First Avenue, Suite 500
Seattle, Washington 98121

Re: 350,000 SHARES OF COMMON STOCK (NO PAR VALUE PER SHARE) OF CUTTER & BUCK
INC. (THE "COMPANY")

Dear Sir or Madam:

We have acted as counsel for Cutter & Buck Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of
the Registration Statement on Form S-8 (the "Registration Statement") relating
to 350,000 shares of common stock, no par value per share, of the Company (the
"Common Stock") being offered pursuant to the Company's 1997 Stock Incentive
Plan (the "Plan").

In rendering this opinion letter, we have relied as to matters of material fact
upon the representations of members of the Company's management; however, we
have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the authenticity of the
originals of such copies. In connection with this letter, we have concerned
ourselves solely with the application of the laws of the State of Washington and
the laws of the United States, and no opinion is expressed herein concerning the
possible effects of the laws of any other jurisdiction.

Subject to the foregoing, we are of the opinion that upon payment to the Company
of the option exercise price for the shares of Common Stock, and upon issuance
and delivery of the shares of Common Stock pursuant to the Plan, the Common
Stock will be validly issued, fully paid and nonassessable.

The opinions contained in this letter are given as of the date hereof, and we
render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting a
part thereof, and any amendments or supplements thereto.

Very truly yours,

/s/ Lane Powell Spears Lubersky LLP

LANE POWELL SPEARS LUBERSKY LLP

<PAGE>

EXHIBIT 10.1

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 350,000 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. 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 50,000 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.

<PAGE>

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 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 50,000 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 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. 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.

<PAGE>

EXHIBIT 10.2

DUPLICATE ORIGINAL
March 12, 1996

STOCK OPTION AGREEMENT

A STOCK OPTION for a total of 500 shares of common stock (hereinafter the
"Option"), of Cutter & Buck Inc., a Washington corporation (the "Company"), is
hereby granted to Mark Sondheim (the "Optionee"), at the price and subject to
the terms and provisions set forth below. For purposes of this Agreement the
term "shares" shall be deemed to apply to shares of common stock of the Company
as of the date hereof.

1. OPTION PRICE. The option price is $10.75 for each share, being one
hundred percent (100%) of the fair market value, as determined by the Stock
Option Committee, of the Company's Common Stock on March 12, 1996, the date of
grant of this Option.

2. VESTING AND EXERCISE OF OPTION. The Option shall vest and be
exercisable in accordance with the following provisions:

a. SCHEDULE OF VESTING AND RIGHTS TO EXERCISE. The Option shall be
vested and exercisable as follows: 125 shares on March 12, 1997, 250 shares on
March 12, 1998, 375 shares on March 12, 1999 and full vesting on March 12, 2000.

b. METHOD OF EXERCISE. The Option shall be exercisable by a written
notice which shall:

i. state the election to exercise the Option, the number of
shares in respect of which it is being exercised;

ii. contain such representations and agreements as to the
holder's investment intent with respect to such shares of common stock,
acquired by exercise of the Option, as may be satisfactory to the Company;

iii. be signed by the person entitled to the Option; and

iv. be in writing and delivered in person or by certified mail
to the President or Secretary of the Company.

Payment of the purchase price of any shares with respect to which an Option
is being exercised shall be by check. The certificate or certificates for
shares of common stock as to which the Option shall be exercised shall be
registered in the name of the person exercising the Option. Options hereunder
may not at any time be exercised for a fractional number of shares.

c. RESTRICTIONS ON EXERCISE. No Option may be exercised if the
issuance of the shares upon exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the exercise of this Option the Company may require the person
exercising the Option to make any representation and warranty to the Company as
the Company's counsel believes may be required by any applicable law or
regulations.

The following legend will appear on all certificates for option shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE

<PAGE>

ACQUIRED BY THE REGISTERED HOLDER PURSUANT TO REPRESENTATION THAT THE
HOLDER IS ACQUIRING THESE SHARES FOR THE HOLDER'S OWN ACCOUNT, FOR
INVESTMENT. THESE SHARES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.

3. NON-TRANSFERABILITY OF OPTION. Except as otherwise provided herein,
no Option may be sold, pledged, assigned or transferred in any manner, other
than by will or the laws of descent and distribution, and may be exercised
during the lifetime of the Optionee only by the Optionee or by the guardian or
legal representative of the Optionee. The terms of the Option shall be binding
upon the executors, administrators, heirs, successors, and assigns of the
Optionee.

4. TERMINATION OF SERVICE TO COMPANY. An Option may only be exercised,
to the extent vested, while the Optionee remains a retail sales representative
of the Company and, to the extent vested on the sales representative's last day
of service to the Company as a sales representative, for a period of one hundred
(100) days after such last day of service, but in no event later than ten (10)
years after its grant.

5. TERM OF OPTION. No Option may be exercised more than ten (10) years
from the date of original grant, and may be exercised during such term only in
accordance with the terms of this agreement.

6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number and kind of
shares of common stock subject to this Option shall be appropriately adjusted
along with a corresponding adjustment in the Option price to reflect any stock
dividend, stock split, split-up or any combination, exchange or change of
shares, however accomplished.

7. CHANGE IN CONTROL. Notwithstanding any provision to the contrary, in
the event 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, reorganization, liquidation, or otherwise, this Stock Option shall become
immediately exercisable with respect to the full number of Shares subject to
this Option. If this Stock Option is not exercised prior to consummation of any
such agreement, it shall terminate.

DATED: March 12, 1996 CUTTER & BUCK INC.

By /s/Harvey N. Jones
----------------------------
Harvey N. Jones
President

Optionee acknowledges and represents that he is familiar with the terms and
provisions of this Stock Option Agreement as set forth above and hereby accepts
this Stock Option subject to all the terms and provisions hereof. Optionee
hereby agrees to accept as binding, conclusive and final all decisions of the
Compensation Committee of the Company's Board of Directors with respect to the
interpretation of any provisions under this Stock Option Agreement.

DATED: March 12, 1996
/s/ Mark Sondheim
--------------------------
Mark Sondheim, Optionee

<PAGE>

DUPLICATE ORIGINAL
March 12, 1996

STOCK OPTION AGREEMENT

A STOCK OPTION for a total of 2,000 shares of common stock (hereinafter the
"Option"), of Cutter & Buck Inc., a Washington corporation (the "Company"), is
hereby granted to Steve Tucker (the "Optionee"), at the price and subject to the
terms and provisions set forth below. For purposes of this Agreement the term
"shares" shall be deemed to apply to shares of common stock of the Company as of
the date hereof.

2. VESTING AND EXERCISE OF OPTION. The Option shall vest and be
exercisable in accordance with the following provisions:

a. SCHEDULE OF VESTING AND RIGHTS TO EXERCISE. The Option shall be
vested and exercisable as follows: 500 shares on March 12, 1997, 1,000 shares
on March 12, 1998, 1,500 shares on March 12, 1999 and full vesting on March 12,
2000.

b. METHOD OF EXERCISE. The Option shall be exercisable by a written
notice which shall:

i. state the election to exercise the Option, the number of
shares in respect of which it is being exercised;

iii. be signed by the person entitled to the Option; and

iv. be in writing and delivered in person or by certified mail
to the President or Secretary of the Company.

The following legend will appear on all certificates for option shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE ACQUIRED BY THE
REGISTERED HOLDER PURSUANT TO REPRESENTATION THAT THE HOLDER IS ACQUIRING
THESE SHARES FOR THE HOLDER'S OWN ACCOUNT, FOR INVESTMENT. THESE SHARES
MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE

<PAGE>

REGISTRATION STATEMENT AS TO THE SHARES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.

5. TERM OF OPTION. No Option may be exercised more than ten (10) years
from the date of original grant, and may be exercised during such term only in
accordance with the terms of this agreement.

DATED: March 12, 1996 CUTTER & BUCK INC.

By /s/Harvey N. Jones
---------------------------
Harvey N. Jones
President

DATED: March 12, 1996
/s/ Steve Tucker
----------------------------
Steve Tucker, Optionee

<PAGE>

EXHIBIT 23.1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 352,500 shares of common stock for the
Cutter & Buck Inc. 1997 Stock Incentive Plan and the March 12, 1996 Sales
Representative Stock Option Agreements of our report dated June 16, 1997, with
respect to the consolidated financial statements of Cutter and Buck Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
April 30, 1997 and of our report dated July 24, 1997 with respect to the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.

Seattle, Washington
December 23, 1997