0001104659-05-049568 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 21st, 2005 • Cutter & Buck Inc • Men's & boys' furnishgs, work clothg, & allied garments

A NON-QUALIFIED STOCK OPTION for a total of 30,000 shares of Common Stock (the “NSO”) of Cutter & Buck Inc., a Washington corporation (the “Company”), is hereby granted to Ernie R. Johnson (the “Optionee”) as described 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.

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FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 21st, 2005 • Cutter & Buck Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

FIRST AMENDMENT, dated as of October 19, 2005, to the Rights Agreement dated as of November 20, 1998 (the “Rights Agreement”), by and between Cutter & Buck Inc., a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (as successor to ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company), as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment that are not otherwise defined have the meaning ascribed to such terms in the Rights Agreement.

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