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 Xxxx Xxxxxxxx (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
11
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/Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
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/ Xxxx Xxxxxxxx
--------------------------
Xxxx Xxxxxxxx, Optionee
12
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 Xxxxx Xxxxxx (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: 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;
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 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
13
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/Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
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/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Optionee
14
