Cutter & Buck Inc Sample Contracts

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Kaia L. Akre, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Douglas G. Southern, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Julie E. Snow, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Ernest R. Johnson, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Henry L. “Skip” Kotkins, Jr., a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and James C. Towne, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Michael Gats, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – Press release (April 13th, 2007)

Cutter & Buck Inc. (NASDAQ: CBUK), a leading designer and marketer of upscale golf and sportswear in the United States, today announced that it has signed a definitive agreement to be acquired by New Wave Group AB (publ) (OMX Stockholm Mid cap: NEWA B).  New Wave is a leader in the design and marketing of consumer products for the corporate promotional and consumer retail markets in Europe.  The combination of the two companies provides Cutter & Buck Inc. a significantly expanded product offering for the United States market and gives New Wave Group AB an upscale golf & sportswear brand to distribute in Europe.

Cutter & Buck Inc – AGREEMENT AND PLAN OF MERGER by and among CUTTER & BUCK INC., NEW WAVE GROUP AB (Publ), and NEWPORT ACQUISITION CORPORATION Dated as of April 12, 2007 (April 13th, 2007)

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2007 (this “Agreement”) is by and among Cutter & Buck Inc., a Washington corporation (the “Company”), New Wave Group AB (Publ), a company organized under the laws of Sweden (“Parent”) and Newport Acquisition Corporation, a Washington corporation and a wholly owned subsidiary of Parent (“MergerCo” and, together with Parent, the “Buyer Parties”).

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Jon P. Runkel, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 13, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Brian C. Thompson, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Thomas F. O’Riordan, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Whitney R. Tilson, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – VOTING AGREEMENT (April 13th, 2007)

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12, 2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”) and Larry C. Mounger, a United States citizen (“Stockholder”) and a stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall mean the Effective Date. Other capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement.

Cutter & Buck Inc – NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS (October 25th, 2006)

This NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made by and between Cutter & Buck Inc., a Washington corporation (the “Company”) and [NON-EMPLOYEE DIRECTOR NAME] (the “Optionee”) granting a non-qualified stock option for a total of [NO. OF SHARES] shares of Common Stock (hereinafter the “Option”) of the Company to the “Optionee” at the price determined as provided in, and in all respects subject to, the terms, definitions and provisions of the Cutter & Buck Inc. 2006 Equity Incentive Plan (the “Plan”).

Cutter & Buck Inc – BYLAWS OF CUTTER & BUCK INC. (As amended and restated effective October 19, 2006) (October 25th, 2006)

The registered office of the corporation shall be located in the state of Washington at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.  Any change in the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the state of Washington.

Cutter & Buck Inc – Cutter & Buck Inc. 2006 Equity Incentive Plan (October 25th, 2006)
Cutter & Buck Inc – INCENTIVE STOCK OPTION AGREEMENT (October 25th, 2006)

Whereas, [RECIPIENT NAME] (the “Optionee”) is a valued executive or key employee of Cutter & Buck Inc., a Washington corporation (the “Company”) or a Subsidiary, this INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is made by and between the Company and the “Optionee” granting an incentive stock option for a total of [NO. OF SHARES] shares of Common Stock (hereinafter the “Option”) of the Company to the “Optionee” at the price determined as provided in, and in all respects subject to, the terms, definitions and provisions of the Cutter & Buck Inc. 2006 Equity Incentive Plan (the “Plan”) adopted by the Company, which is incorporated by reference herein.  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.

Cutter & Buck Inc – BYLAWS OF CUTTER & BUCK INC. (As amended and restated effective October 19, 2006) (September 7th, 2006)

The registered office of the corporation shall be located in the state of Washington at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.  Any change in the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the state of Washington.

Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR THERESA TREAT (June 30th, 2006)

This Agreement is entered into this 24th day of March, 2003, by and between Cutter & Buck Inc. (the “Company”) and THERESA TREAT (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality and Non-Competition Agreement for executive officers.

Cutter & Buck Inc – CUTTER & BUCK INC. 1997 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD (June 14th, 2006)

Vesting Schedule:                                                                                                                                                            Subject to the terms of the Restricted Stock Agreement, and depending upon the Company’s operating performance and your achievement of certain individual performance objectives as determined by your manager (“Personal Objectives”) during the fiscal year ending April 30, 2007, this grant will vest as follows:

Cutter & Buck Inc – SEPARATION AND RELEASE AGREEMENT (March 20th, 2006)

WHEREAS Cutter & Buck Inc. (“Cutter & Buck”) has determined that William B. Swint (“Swint”) shall be relieved of all his regular duties effective March 6, 2006, and that Cutter & Buck will no longer employ Swint as of March 31, 2006;

Cutter & Buck Inc – [CUTTER & BUCK LETTERHEAD] March 7, 2006 (March 8th, 2006)
Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR JON RUNKEL (March 8th, 2006)

This Agreement is entered into this 7th day of March 2006, by and between Cutter & Buck Inc. (the “Company”) and Jon Runkel (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality, Non-Competition and Nonsolicitation Agreement for executive officers.

Cutter & Buck Inc – EMPLOYMENT AGREEMENT (March 8th, 2006)

THIS Employment Agreement is entered into as of this 9th day of March 2006 (the “Commencement Date”), by and between Ernest R. Johnson, (“Johnson”) and Cutter & Buck Inc., a Washington corporation (“Cutter & Buck”).

Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR JULIE SNOW (March 8th, 2006)

This Agreement is entered into this 7th day of March 2006, by and between Cutter & Buck Inc. (the “Company”) and Julie Snow (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality, Non-Competition and Nonsolicitation Agreement for executive officers.

Cutter & Buck Inc – CONTACT: David Marriott (March 8th, 2006)
Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR JOHN MCCULLOUGH (March 8th, 2006)

This Agreement is entered into this 7th day of March 2006, by and between Cutter & Buck Inc. (the “Company”) and John McCullough (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality, Non-Competition and Nonsolicitation Agreement for executive officers.

Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR MICHAEL GATS (March 8th, 2006)

This Agreement is entered into this 7th day of March 2006, by and between Cutter & Buck Inc. (the “Company”) and Michael Gats (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality, Non-Competition and Nonsolicitation Agreement for executive officers.

Cutter & Buck Inc – CHANGE IN CONTROL AGREEMENT FOR BRIAN THOMPSON (March 8th, 2006)

This Agreement is entered into this 7th day of March 2006, by and between Cutter & Buck Inc. (the “Company”) and Brian Thompson (“Executive”). Executive is an at-will employee of the Company. The parties wish to provide Executive with severance benefits if Executive’s employment is terminated in connection with a change in control of the Company. The Company is willing to provide such benefits if Executive enters into the Company’s form of Confidentiality, Non-Competition and Nonsolicitation Agreement for executive officers.

Cutter & Buck Inc – BYLAWS OF CUTTER & BUCK INC. (As amended and restated effective March 9, 2006) (March 8th, 2006)

The registered office of the corporation shall be located in the state of Washington at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the state of Washington.

Cutter & Buck Inc – ENDORSEMENT AGREEMENT (December 9th, 2005)

THIS AGREEMENT, made and entered into as of this 18th day of October, 2005, is by and between CUTTER & BUCK INC. of 701 North 34th Street, Suite 400, Seattle, Washington 98103 (the “Company”), and CLUB 59, INC. c/o IMG Worldwide, Inc. of IMG Center, 1360 East 9th Street, Suite 100, Cleveland, Ohio 44114-1782 (“Licensor”):

Cutter & Buck Inc – CUTTER & BUCK 1997 STOCK INCENTIVE PLAN (December 8th, 2005)
Cutter & Buck Inc – CUTTER & BUCK 1997 STOCK INCENTIVE PLAN (November 2nd, 2005)
Cutter & Buck Inc – CUTTER & BUCK INC. 2000 STOCK INCENTIVE PLAN (November 2nd, 2005)