Exhibit 10.21
COLUMBIA SPORTSWEAR COMPANY(R)
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I-PURPOSE
1.01. Purpose
ARTICLE II-DEFINITIONS
2.01. Compensation
2.02. Eligible Employee
2.03. Subsidiary Corporation
2.04. Offerings
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
3.02. Commencement of Participation
3.03. Restrictions on Participation.
ARTICLE IV-OFFERINGS
4.01. Quarterly Offerings.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
5.02. Participant's Account.
5.03. Changes in Payroll Deductions.
5.04. Leave of Absence.
ARTICLE VI-GRANTING OF OPTIONS
6.01. Number of Option Shares.
6.02. Purchase Price.
ARTICLE VII-EXERCISE OF OPTIONS
7.01. Automatic Exercise.
7.02. Withdrawal of Account.
7.03. Fractional Shares.
ARTICLE VIII-WITHDRAWAL
8.01. In General.
8.02. Effect on Subsequent Participation.
8.03. Termination of Employment.
8.04. Leave of Absence
ARTICLE IX-INTEREST
9.01. Payment of Interest
ARTICLE X-STOCK
10.01. Maximum Shares.
10.02. Participant's Interest in Option Stock.
10.03. Registration of Stock.
10.04. Restrictions on Exercise.
ARTICLE XI-ADMINISTRATION
11.01. Administration of the Plan.
ARTICLE XII-CUSTODIANSHIP
12.01. Delivery and Custody of Shares
12.02. Records and Statements
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ARTICLE XIII-MISCELLANEOUS
13.01. Transferability.
13.02. Use of Funds
13.03. Adjustment Upon Changes in Capitalization.
13.04. Effective Date.
13.05. No Employment Rights.
13.06. Governing Law.
13.07. Expense of the Plan.
13.08. Dividends and Other Distributions.
13.09. Voting and Shareholder Communications.
13.10. Tax Withholding.
13.11. Responsibility and Indemnity.
13.12. Conditions and Approvals.
13.13. Amendment of the Plan.
13.14. Termination of the Plan.
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ARTICLE I-PURPOSE
1.01. PURPOSE.
Columbia Sportswear Company's Employee Stock Purchase Plan is intended to
provide a method whereby employees of the Company and its subsidiary
corporations (hereinafter referred to as the "Company") will have an opportunity
to acquire a proprietary interest in the Company through the purchase of shares
of the Common Stock of the Company. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986 as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit the operation of the Plan in a
manner consistent with the requirements of that section of the Code. In
addition, this Plan authorizes the grant of options and issuance of common stock
which do not qualify under section 423 of the Code pursuant to sub-plans adopted
by the Board of Directors (or Compensation Committee pursuant to delegated
authority) designed to achieve desired tax or other objectives in particular
locations outside the United States.
ARTICLE II-DEFINITIONS
2.01. COMPENSATION
"Compensation" shall mean regular cash Compensation including salary, cash
bonuses, payments in lieu of vacation, sick leave and commissions, but excluding
severance pay, relocation bonuses, expense reimbursements, stock options or any
other special payments.
2.02. ELIGIBLE EMPLOYEE
"Eligible Employee" means any employee of the Company or a Subsidiary
Corporation:
(a) whose customary employment is for twenty (20) or more hours per
week and more than five (5) months per year, and
(b) who is a citizen of a country who's laws do not prohibit
corporations of other countries from granting stock options to
its citizens.
Notwithstanding, the Board of Directors may revise the definition of Eligible
Employee so as to conform to the laws of any non-U.S. jurisdiction.
2.03. SUBSIDIARY CORPORATION
"Subsidiary Corporation" shall mean any present or future corporation which:
(a) would be a "subsidiary corporation" of Company, as that term is
defined in Section 424(f) of the Code, and
(b) is a domestic "subsidiary corporation" incorporated under the
laws of any state, or
(c) if not a domestic corporation, is designated as a Subsidiary
Corporation by the Board of Directors.
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2.04. OFFERINGS
a) "Offerings" shall mean the quarterly offerings of the Company's
Common Stock as described in Article IV.
b) "Offering Commencement Date" shall mean the first day of January,
April, July, or October, as the case may be, on which the particular
Offering begins, as described in Article IV.
c) "Offering Termination Date" shall mean December 31, March 31, June
30, or September 30 as the case may be, on which the particular Offering
terminates, as described in Article IV.
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. INITIAL ELIGIBILITY.
Any Eligible Employee who has completed ninety (90) days' employment and is
employed by the Company on the date his or her participation in the Plan is to
become effective may participate in Offerings under the Plan which commence on
or after the last day of such ninety (90) day period; provided, however, that
the Board of Directors may decrease or increase (up to two years) this minimum
requirement for any future Offering.
3.02. COMMENCEMENT OF PARTICIPATION.
An Eligible Employee may become a participant in an Offering under the Plan by
filing with the Company no later than 10 days prior to the Offering Commencement
Date, on forms furnished by the Company, a subscription and payroll deduction
authorization. Once filed, a subscription and payroll deduction authorization
shall remain in effect for subsequent Offerings unless amended or terminated.
Payroll deductions for a participant shall commence on the applicable Offering
Commencement Date and shall end on the Offering Termination Date of the Offering
to which such authorization is applicable, unless sooner terminated by the
participant as provided in Article VIII.
3.03. RESTRICTIONS ON PARTICIPATION.
Notwithstanding any provisions of the Plan to the contrary, no employee shall be
granted an option to participate in the Plan:
(a) if, immediately after the grant, such employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of
the Company (for purposes of this paragraph, the rules of Section 424(d)
of the Code shall apply in determining stock ownership of any employee);
or
(b) which would allow an employee's right to purchase shares under all
stock purchase plans of the Company and its partners and subsidiaries to
which Section 423 of the Code applies to accrue at a
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rate that exceeds $15,000 in fair market value of the stock (determined
at the time such option is granted) for each calendar year in which such
option is outstanding.
ARTICLE IV-OFFERINGS
4.01. QUARTERLY OFFERINGS.
The Plan will be implemented and operated through quarterly offerings of the
Company's Common Stock (the "Offerings"). The initial Offerings in 1999 shall
commence on the first day of July and October 1999 and terminate on September
30, and December 31 respectively. Thereafter, Offerings will begin on the 1st
day of January, April, July, and October each year and terminate on March 31,
June 30, September 30 and December 31, respectively. As used in the Plan,
"Offering Commencement Date" means the first day of January, April, July, or
October, as the case may be, on which the particular Offering begins and
"Offering Termination Date" means the March 31, June 30, September 30 or
December 31, as the case may be, on which the particular Offering terminates.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. AMOUNT OF DEDUCTION.
At the time a participant files his or her authorization for payroll deduction,
he or she shall elect to have deductions made from his or her pay on each payday
during the time he or she is a participant in an Offering at the rate of any
whole percentage, from 1% to 15% of his or her Compensation in effect during
each pay period subject to the maximum dollar limitations set forth in Section
3.03(b).
5.02. PARTICIPANT'S ACCOUNT.
All payroll deductions made for a participant shall be credited to his or her
account under the Plan.
5.03. CHANGES IN PAYROLL DEDUCTIONS.
A participant may discontinue his or her participation in the Plan as provided
in Article VIII, but no other change can be made during an Offering.
5.04. LEAVE OF ABSENCE.
If a participant goes on a leave of absence authorized by the Company after the
Offering Commencement date for any given offering period, such participant shall
have the right to elect:
(a) to withdraw the balance in his or her account pursuant to Section
7.02, or
(b) to discontinue contributions to the Plan but remain a participant
in the Plan during the present Offering to the extent that he or
she had prior payroll deductions credited to his or her account,
or
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(c) to remain a participant in the Plan during the present Offering
if the participant is still receiving Compensation from the
Company and has authorized deductions from such Compensation
consistent with the provisions of Section 5.01.
ARTICLE VI-GRANTING OF OPTIONS
6.01. NUMBER OF OPTION SHARES.
On the Offering Commencement Date each participant shall be deemed to have been
granted an option to purchase, exclusively through payroll deductions described
in Article V, a maximum number of shares of the common stock of the Company
equal to the lesser of (a) 3,000 shares or (b) a number of shares equal to: (i)
that percentage of the employee's Compensation which he has elected to have
withheld (but not in any case in excess of 15%) multiplied by (ii) the
employee's Compensation during the period of the Offering (iii) divided by the
purchase price of the option shares determined as provided in Section 6.02
below.
6.02. PURCHASE PRICE.
The purchase price of the option shares shall be the lesser of (i) 85% of the
fair market value of the shares at the Offering Commencement Date (or, if it is
not a business date, on the nearest subsequent business date) or (ii) 85% of the
fair market value of the shares at the Offering Termination Date (or, if it is
not a business date, on the nearest prior business date). However, the Board of
Directors may establish a different purchase price for any subsequent Offering
based upon a different formula or fixed amount provided that (1) such changes
cannot be made during an Offering to affect that current Offering and (2) in no
event can the price go below 85% of fair market value of the shares as
calculated in (i) and (ii) above. Fair market value as of any day shall mean the
closing price as reported on the Nasdaq stock market or, if the stock is traded
on a stock exchange, the closing price for the stock on the principal such
exchange.
ARTICLE VII-EXERCISE OF OPTIONS
7.01. AUTOMATIC EXERCISE.
Unless a participant gives written notice to the Company as hereinafter
provided, his or her option for the purchase of stock with payroll deductions
made during any Offering will be deemed to have been exercised automatically on
the Offering Termination Date applicable to such Offering, for the purchase of
the number of full or fractional shares of common stock which the accumulated
payroll deductions in his or her account at that time will purchase at the
applicable option price (but not in excess of the number of shares for which
options have been granted to the employee pursuant to Section 6.01 and Section
3.03). Any excess cash balance remaining in an employee's account after an
Offering Termination Date because it was less than the amount required to
purchase a full share shall be retained in the employee's account for the next
Offering; any excess amount will be repaid to the employee.
7.02. WITHDRAWAL OF ACCOUNT.
By written notice to the Director of Human Resources of the Company, at any time
prior to the tenth day before an Offering Termination Date applicable to any
Offering, a participant may elect to withdraw all the accumulated payroll
deductions in his or her account at such time and thereby discontinue
participation in that particular Offering.
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7.03. FRACTIONAL SHARES.
Offerings may be made and exercised in full and fractional shares of stock,
unless the Board of Directors determines that fractional shares will not be
issued. If the Board of Directors makes such a determination that fractional
shares will not be issued under the Plan, any accumulated payroll deductions
which would have been used to purchase fractional shares will be used to
purchase stock at the end of the next offering period.
ARTICLE VIII-WITHDRAWAL
8.01. IN GENERAL.
As indicated in Section 7.02, a participant may discontinue participation and
withdraw payroll deductions credited to his or her account under the Plan at any
time prior to the tenth day before an Offering Termination Date applicable to
any Offering by giving written notice to the Director of Human Resources of the
Company. All of the participant's payroll deductions credited to his or her
account will be paid to him promptly, without interest, after receipt of his or
her notice of withdrawal, and no further payroll deductions under this plan will
be made from his or her pay during such Offering.
8.02. EFFECT ON SUBSEQUENT PARTICIPATION.
A participant's withdrawal from any Offering will not have any effect upon his
or her eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company.
8.03. TERMINATION OF EMPLOYMENT.
Upon termination of the participant's employment, (including retirement and
death) any payroll deductions credited to his or her account will be returned as
soon as reasonably practicable to him or her, or, in the case of his or her
death, to the person or persons entitled thereto under Section 13.01.
8.04. LEAVE OF ABSENCE.
A participant who goes on a Company authorized leave of absence, and is enrolled
in a current Offering shall be entitled to withdraw funds from the Plan pursuant
to the provisions of Section 7.02.
ARTICLE IX-INTEREST
9.01. PAYMENT OF INTEREST
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No interest will be paid or allowed on any money paid into the Plan or credited
to the account of any participant employee except where required by applicable
law.
ARTICLE X-STOCK
10.01. MAXIMUM SHARES.
There are 500,000 shares of the Company's authorized but unissued or reacquired
Common Stock reserved for purposes of the Plan. The number of shares reserved
for the Plan is subject to adjustment upon changes in capitalization of the
Company as provided in Section 13.04. If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with
Article VI exceeds the maximum number of shares allowable under this Section
10.01, the Company shall make a pro rata allocation of the shares available for
delivery and distribution in as nearly a uniform manner as shall be practicable
and as it shall determine to be equitable, and the balance of payroll deductions
credited to the account of each participant under the Plan shall be returned to
him as promptly as possible, without interest.
10.02. PARTICIPANT'S INTEREST IN OPTION STOCK.
The participant will have no interest in common stock covered by his or her
option until such option has been exercised.
10.03. REGISTRATION OF STOCK.
Stock to be delivered to a participant under the Plan will be registered in the
name of the participant, or if the participant so directs by written notice to
the Director of Human Resources of the Company at any time prior to the tenth
day before an Offering Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the participant,
as joint tenants with rights of survivorship or as tenants by their entireties,
to the extent permitted by applicable law.
10.04. RESTRICTIONS ON EXERCISE.
The Board of Directors may, in its discretion, require as conditions to the
exercise of any option that the shares of Common Stock reserved for issuance
upon the exercise of the option shall have been duly listed, upon official
notice of issuance, upon the Nasdaq stock exchange, and that a Registration
Statement under the Securities Act of 1933, as amended, with respect to said
shares shall be effective.
ARTICLE XI-ADMINISTRATION
11.01. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors. The Board of Directors
may promulgate rules and regulations for the operation of the Plan, adopt forms
for use in connection with the Plan, and decide any question of interpretation
of the Plan or rights arising thereunder. The Board of Directors may consult
with counsel for the Company on any matter arising under the Plan. All
determinations and decisions of the Board of Directors shall be conclusive.
Notwithstanding the foregoing, the Board of Directors, if it so desires, may
delegate to the Compensation Committee of the Board the authority for general
administration of the Plan.
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Notwithstanding anything in the Plan to the contrary, with respect to any
participant or Eligible Employee who is resident outside of the United States,
the Board of Directors (or the Compensation Committee, pursuant to delegated
authority) may, in its sole discretion, amend or vary the terms of the Plan in
order to conform such terms with the requirements of local law or to meet the
goals and objectives of the Plan, and may, in its sole discretion, establish
administrative rules and procedures to facilitate the operation of the Plan in
such non-U.S. jurisdictions. The Board of Directors (or the Compensation
Committee, pursuant to delegated authority) may, where it deems appropriate in
its sole discretion, establish one or more sub-plans for these purposes.
ARTICLE XII-CUSTODIANSHIP
12.01. DELIVERY AND CUSTODY OF SHARES
Shares purchased by participants pursuant to the Plan will be delivered to and
held in the custody of such investment or financial firm (the "Custodian") as
shall be appointed by the Board of Directors. The Custodian may hold in nominee
or street name shares purchased pursuant to the Plan, and may commingle shares
in its custody pursuant to the Plan in a single account without identification
as to individual participant. By appropriate instruction to the Custodian on
forms to be provided for that purpose, a participant may from time to time (a)
transfer into the participant's own name of all or part of the shares held by
the Custodian for the participant's account and delivery of such shares to the
participant; (b) transfer of all or part of the shares held for the
participant's account by the Custodian to a regular individual brokerage account
in the participant's own name, at participant's own expense, if any, either with
the firm then acting as Custodian or with another firm, or (c) obtain sale of
all or part of the shares held by the Custodian for the participant's account,
at participant's own expense, if any, at the market price at the time the order
is executed and remittance of the net proceeds of sale to the participant. Upon
termination of participation in the plan, the participant may elect to have the
shares held by the Custodian for the account of the participant transferred and
delivered in accordance with (a) above, transferred to a brokerage account in
accordance with (b), or sold in accordance with (c).
12.02. RECORDS AND STATEMENTS
The Custodian will maintain the records of the Plan. As soon as practicable
after each Offering Termination Date each participant will receive a statement
showing the activity of his or her account since the preceding Purchase Date and
the balance on the Purchase Date as to both cash and shares. Participants will
be furnished such other reports and statements, and at such intervals, as the
Board of Directors shall determine from time to time.
ARTICLE XIII-MISCELLANEOUS
13.01. TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor any rights
with regard to the exercise of an option or to receive stock under the Plan may
be assigned, transferred, pledged, or otherwise disposed
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of in any way by the participant other than by will or the laws of descent and
distribution, and any such attempted assignment, transfer, pledge or other
disposition shall be without effect.
13.02. USE OF FUNDS
No payroll deductions received or held by the Company under this Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions from other general assets.
13.03. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
The number of shares reserved for the Plan is subject to adjustment in the event
of any stock dividend, stock split, combination of shares, recapitalization or
other similar change in the outstanding Common Stock of the Company. The
determination of whether an adjustment shall be made and the manner of any such
adjustment shall be made by the Board of Directors of the Company, which
determination shall be conclusive.
13.04. EFFECTIVE DATE.
The Plan shall become effective July 1, 1999 subject to approval by the holders
of the majority of the Common Stock present and represented at a special or
annual meeting of the shareholders held on or before the date that is one year
after the effective date of the Plan. If the Plan is not so approved, the Plan
shall not become effective.
13.05. NO EMPLOYMENT RIGHTS.
The Plan does not, directly or indirectly create in any employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.
13.06. GOVERNING LAW.
The laws of the State of Oregon will govern all matters relating to this Plan,
except to the extent that such laws are superseded by the laws of the United
States.
13.07. EXPENSE OF THE PLAN.
The Company will pay all expenses incident to operation of the Plan, including
costs of record keeping, accounting fees, legal fees, commissions and issue or
transfer taxes on purchases pursuant to the Plan and on delivery of shares to a
participant or into his or her brokerage account. The Company will not pay
expenses, commissions or taxes incurred in connection with the sale or transfer
of shares by the Custodian at the request of a participant.
13.08. DIVIDENDS AND OTHER DISTRIBUTIONS.
Cash dividends and other cash distribution, if any, on shares held by the
Custodian will be paid currently to the participants entitled thereto unless the
Company subsequently adopts a dividend reinvestment plan
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and the participant directs that his or her cash dividends be invested in
accordance with such plan. Stock dividends and other distribution in shares of
the Company on shares held by the Custodian shall be issued to the Custodian and
held by it for the account of the respective participants entitled thereto.
13.09. VOTING AND SHAREHOLDER COMMUNICATIONS.
In connection with voting on any matter submitted to the shareholders of the
Company, the Custodian will furnish to each participant a proxy authorizing the
participant to vote the shares held by the custodian for his or her account.
Copies of all general communications to shareholders of the Company will be sent
to participants in the Plan.
13.10. TAX WITHHOLDING.
Each participant who has purchased shares under the Plan shall immediately upon
notification of the amount due, if any, pay to the Company in cash amounts
necessary to satisfy any applicable federal, state and local tax withholding
determined by the Company to be required. If the Company determines that
additional withholding is required beyond any amount deposited at the time of
purchase, the participant shall pay such amount to the Company on demand.
13.11. RESPONSIBILITY AND INDEMNITY.
Neither the Company, its Board of Directors, the Custodian, any Subsidiary
Corporation, nor any member, officer, agent, or employee of any of them, shall
be liable to any participant under the Plan for any mistake of judgment or for
any omission or wrongful act unless resulting from gross negligence, willful
misconduct or intentional misfeasance. The Company will indemnify and save
harmless its Board of Directors, the Custodian and any such member, officer,
agent or employee against any claim, loss, liability or expense arising out of
the Plan, except such as may result from the gross negligence, willful
misconduct or intentional misfeasance of such entity or person.
13.12. CONDITIONS AND APPROVALS.
The obligations of the Company under the Plan shall be subject to compliance
with all applicable state and federal laws and regulations, compliance with the
rules of any stock exchange on which the Company's securities may be listed, and
approval of such federal and state authorities or agencies as may have
jurisdiction over the Plan or the Company.
13.13. AMENDMENT OF THE PLAN.
The Board of Directors of the Company may from time to time amend the Plan in
any and all respects, except that without the approval of the shareholders of
the Company, the Board of Directors may not increase the number of shares
reserved for the Plan, except as described in Section 13.04 or decrease the
purchase price of shares offered pursuant to the Plan.
13.14. TERMINATION OF THE PLAN.
The Plan shall terminate when all of the shares reserved for purposes of the
Plan have been purchased, provided that the Board of Directors in its sole
discretion may at any time terminate the Plan without any obligation on account
of such termination, except as hereinafter in this paragraph provided. Upon
termination of the Plan, the cash and shares, if any, held in the account of
each participant shall forthwith
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be distributed to the participant or to the participant's order, provided that
if prior to the termination of the Plan, the Board of Directors and shareholders
of the Company shall have adopted and approved a substantially similar plan, the
Board of Directors may in its discretion determine that the account of each
participant under this Plan shall be carried forward and continued as the
account of such participant under such other plan, subject to the right of any
participant to request distribution of the cash and shares, if any, held for his
or her account.
Executed this ______ day of ______________, 1999.
COMPANY
By: ______________________________________________
Title: ___________________________________________
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