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EXHIBIT 10.3
CUTTER & BUCK
2000 TRANSITION STOCK INCENTIVE PLAN
FOR NON-OFFICERS
1. PURPOSES OF THE PLAN. The purposes of this 2000 Cutter & Buck Stock
Incentive Plan for Non-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 not also an officer or director 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").
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 70,000 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 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
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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.
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 except to the extent required by applicable law.
