Exhibit 10.1
COLUMBIA SPORTSWEAR
COMPANY
1997 STOCK INCENTIVE PLAN, AS AMENDED
1. Purpose. The purpose of
this 1997 Stock Incentive Plan (the “Plan”) is to
enable Columbia Sportswear Company (the “Company”) to
attract and retain the services of (i) selected employees,
officers and directors of the Company or any parent or subsidiary
of the Company and (ii) selected nonemployee agents,
consultants, advisors and independent contractors of the Company or
any parent or subsidiary of the Company. For purposes of this Plan,
a person is considered to be employed by or in the service of the
Company if the person is employed by or in the service of the
Company or any parent or subsidiary of the Company (in which case,
the Company, parent or subsidiary is referred to as an
“Employer”).
2. Shares Subject to the
Plan. Subject to adjustment as provided below and in
Section 10, the shares to be offered under the Plan shall
consist of Common Stock of the Company, and the total number of
shares of Common Stock that may be issued under the Plan shall be
8,900,000 shares. If an option or Performance-based Award granted
under the Plan expires, terminates or is cancelled, the unissued
shares subject to that option or Performance-based Award shall
again be available under the Plan. If shares awarded as a stock
bonus or restricted stock unit pursuant to Section 7 or sold
pursuant to Section 8 under the Plan are forfeited to or
repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.
3. Effective Date and Duration of
Plan.
3.1 Effective Date. The Plan
shall become effective as of March 12, 1997. No Incentive
Stock Option (as defined in Section 5 below) granted under the
Plan shall become exercisable and no payments shall be made under a
Performance-based Award, however, until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of
Common Stock represented at a shareholders meeting at which a
quorum is present and the exercise of any Incentive Stock Options
granted under the Plan before such approval shall be conditioned on
and subject to such approval. Subject to this limitation, options
and Performance-based Awards may be granted and shares may be
awarded as bonuses or sold under the Plan at any time after the
effective date and before termination of the Plan.
3.2 Duration. The Plan shall
continue in effect until all shares available for issuance under
the Plan have been issued and all restrictions on such shares have
lapsed. The Board of Directors may suspend or terminate the Plan at
any time except with respect to options, Performance-based Awards
and shares subject to restrictions then outstanding under the Plan.
Termination shall not affect any outstanding options, any
outstanding Performance-based Awards or any right of the Company to
repurchase shares or the forfeitability of shares issued under the
Plan.
4. Administration
.
4.1 Board of Directors. The
Plan shall be administered by the Board of Directors of the
Company, which shall determine and designate from time to time the
individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the
provisions of the Plan, the Board of Directors may from time to
time adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting
period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions imposed
by law) and make all other determinations in the judgment of the
Board of Directors necessary or desirable for the administration of
the Plan. The interpretation and construction of the provisions of
the Plan and related agreements by the Board of Directors shall be
final and conclusive. The Board of Directors may correct any defect
or supply any omission or reconcile any inconsistency in the Plan
or in any related agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect, and it shall be
the sole and final judge of such expediency.
4.2 Committee. The Board of
Directors may delegate to any committee of the Board of Directors
(the “Committee”) any or all authority for
administration of the Plan. If authority is delegated to the
Committee, all references to the Board of Directors in the Plan
shall mean and relate to the Committee, except (i) as
otherwise provided by the Board of Directors and (ii) that
only the Board of Directors may amend or terminate the Plan as
provided in Sections 3 and 11.
4.3 Officers. The Board of
Directors may delegate to any officer or officers of the Company
authority to grant awards under the Plan, subject to any
restrictions imposed by the Board of Directors.
4.4 Non-U.S. Provisions.
Notwithstanding anything in the Plan to the contrary, with respect
to any person eligible for awards under the Plan who is resident
outside the United States, the Board of Directors 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
may, where it deems appropriate in its sole discretion, establish
one or more sub-plans for these purposes.
5. Types of Awards;
Eligibility. The Board of Directors may, from time to time,
take the following actions, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), as provided in Sections 6.1 and 6.2;
(ii) grant options other than Incentive Stock Options
(“Non-Statutory Stock Options”) as provided in Sections
6.1 and 6.3; (iii) award stock bonuses or restricted stock
units as provided in Section 7; (iv) sell shares subject
to restrictions as provided in Section 8; and (v) award
Performance-based Awards as provided in Section 9. Awards may
be made to employees, including employees who are officers or
directors, and to other individuals described in
Section 1 who the Board of Directors
believes have made or will make an important contribution to the
Company; provided, however, that only employees of the Company or
any parent or subsidiary of the Company (as defined in subsections
424(e) and 424(f) of the Code) shall be eligible to receive
Incentive Stock Options under the Plan. The Board of Directors
shall select the individuals to whom awards shall be made and shall
specify the action taken with respect to each individual to whom an
award is made. At the discretion of the Board of Directors, an
individual may be given an election to surrender an award in
exchange for the grant of a new award. No employee may be granted
options for more than an aggregate of 100,000 shares of Common
Stock in connection with the hiring of the employee or 100,000
shares of Common Stock in any calendar year otherwise.
6. Option Grants.
6.1 General Rules Relating to
Options.
6.1-1 Terms of Grant. The
Board of Directors may grant options under the Plan. With respect
to each option grant, the Board of Directors shall determine the
number of shares subject to the option, the option exercise price,
the period of the option, the time or times at which the option may
be exercised and whether the option is an Incentive Stock Option or
a Non-Statutory Stock Option. At the time of the grant of an option
or at any time thereafter, the Board of Directors may provide that
an optionee who exercised an option with Common Stock of the
Company shall automatically receive a new option to purchase
additional shares equal to the number of shares surrendered and may
specify the terms and conditions of such new options.
6.1-2 Exercise of Options.
Except as provided in Section 6.1-4 or as determined by the
Board of Directors, no option granted under the Plan may be
exercised unless at the time of such exercise the optionee is
employed by or in the service of the Company and shall have been so
employed or provided such service continuously since the date the
option was granted. Except as provided in Sections 6.1-4 and 10,
options granted under the Plan may be exercised from time to time
over the period stated in each option in such amounts and at such
times as shall be prescribed by the Board of Directors, provided
that options shall not be exercised for fractional shares. Unless
otherwise determined by the Board of Directors, if an optionee does
not exercise an option in any one year with respect to the full
number of shares to which the optionee is entitled in that year,
the optionee’s rights shall be cumulative and the optionee
may purchase those shares in any subsequent year during the term of
the option.
6.1-3 Nontransferability.
Each Incentive Stock Option and, unless otherwise determined by the
Board of Directors, each other option granted under the Plan by its
terms (i) shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law, except by will
or by the laws of descent and distribution of the state or country
of the optionee’s domicile at the time of death, and
(ii) during the optionee’s lifetime, shall be
exercisable only by the optionee.
6.1-4 Termination of Employment
or Service.
6.1-4(a) General Rule. Unless
otherwise determined by the Board of Directors or unless otherwise
required under applicable law, in the event an optionee’s
employment or service with the Company terminates for any reason
other than because of total disability or death as provided in
Sections 6.1-4(b) and (c), his or her option may be exercised at
any time before the expiration date of the option or the expiration
of the post-termination exercise period after the date of
termination, whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the option at the
date of termination. The post-termination exercise period for a
grant is set forth in an option agreement.
6.1-4(b) Termination Because of
Total Disability. Unless otherwise determined by the Board of
Directors, in the event an optionee’s employment or service
with the Company terminates because of total disability, his or her
option may be exercised at any time before the expiration date of
the option or before the date 12 months after the date of
termination, whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the option at the
date of termination. The term “total disability” shall
be defined under the Company’s long-term disability
policy.
6.1-4(c) Termination Because of
Death. Unless otherwise determined by the Board of Directors,
in the event of an optionee’s death while employed by or
providing service to the Company, his or her option may be
exercised at any time before the expiration date of the option or
before the date 12 months after the date of death, whichever is the
shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of death and only by
the person or persons to whom the optionee’s rights under the
option shall pass by the optionee’s will or by the laws of
descent and distribution of the state or country of domicile at the
time of death.
6.1-4(d) Amendment of Exercise
Period Applicable to Termination. The Board of Directors may at
any time extend the applicable post-termination exercise periods
any length of time not longer than the original expiration date of
the option. The Board of Directors may at any time increase the
portion of an option that is exercisable, subject to such terms and
conditions as the Board of Directors may determine.
6.1-4(e) Failure to Exercise
Option. To the extent that the option of any deceased optionee
or any optionee whose employment or service terminates is not
exercised within the applicable period, all further rights to
purchase shares pursuant to the option shall cease and
terminate.
6.1-4(f) Leave of Absence.
Absence on leave approved by the Employer or on account of illness
or disability shall not be deemed a termination or interruption of
employment or service. Unless otherwise determined by the Board of
Directors, vesting of options shall continue during a medical,
family or military leave of absence, whether paid or unpaid, and
vesting of options shall be suspended during any other unpaid leave
of absence greater than 30 days.
6.1-5 Purchase of
Shares.
6.1-5(a) Notice of Exercise.
Unless the Board of Directors determines otherwise, shares may be
acquired pursuant to an option granted under the Plan only upon the
Company’s receipt of written notice from the optionee of the
optionee’s binding commitment to purchase shares, specifying
the number of shares the optionee desires to purchase under the
option and the date on which the optionee agrees to complete the
transaction, and, if required in order to comply with the
Securities Act of 1933, as amended, containing a representation
that it is the optionee’s present intention to acquire the
shares for investment and not with a view to
distribution.
6.1-5(b) Payment. Unless the
Board of Directors determines otherwise, on or before the date
specified for completion of the purchase of shares pursuant to an
option exercise, the optionee must have paid the Company the full
purchase price of those shares in cash or by check or, with the
consent of the Board of Directors, in whole or in part, in Common
Stock of the Company valued at fair market value, restricted stock,
or other contingent awards denominated in either stock or cash,
promissory notes and other forms of consideration. Unless otherwise
determined by the Board of Directors, any Common Stock provided in
payment of the purchase price must have been previously acquired
and held by the optionee for at least six months. The fair market
value of Common Stock provided in payment of the purchase price
shall be the closing price of the Common Stock last reported before
the time payment in Common Stock is made or, if earlier, committed
to be made, if the Common Stock is publicly traded, or another
value of the Common Stock as shall be specified by the Board of
Directors. No shares shall be issued until full payment for the
shares has been made, including all amounts owed for tax
withholding. With the consent of the Board of Direct
