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.
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ARTICLE XI-ADMINISTRATION
11.01. Administration of the Plan.
ARTICLE XII-CUSTODIANSHIP
12.01. Delivery and Custody of Shares
12.02. Records and Statements
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 ss.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.
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 whose laws do not prohibit corporations
of other countries from granting stock options to its citizens.
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 ss.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 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 ss.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 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.
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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
ss.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 ss.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
(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 ss. 5.01.
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ARTICLE VI-GRANTING OF OPTIONS
6.01. Number of Option Shares.
On the offering Commencement Date of each Offering, a participating employee
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
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 ss. 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 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 ss. 6.01 and ss. 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 period; 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 ss.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 to
him or her, or, in the case of his or her death, to the person or persons
entitled thereto under ss.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 ss. 7.02.
ARTICLE IX-INTEREST
9.01. Payment of Interest
No interest will be paid or allowed on any money paid into the Plan or credited
to the account of any participant employee.
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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 ss.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 ss. 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 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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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 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.
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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 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 ss. 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 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.
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Executed this ______ day of ______________, 1999.
COMPANY
By:
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Title:
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