Exhibit 10.2(f)
RESTRICTED STOCK
UNIT
AWARD AGREEMENT
This Award Agreement (the
“Agreement”) is entered into as of Date (the
“Award Date”) by and between Columbia Sportswear
Company, an Oregon corporation (the “Company”), and
Name (the “Recipient”), for the award of
restricted stock units with respect to the Company’s Common
Stock (“Common Stock”).
The award of restricted stock units
to the Recipient is made pursuant to Section 7 of the 1997
Stock Incentive Plan (the “Plan”) and the Recipient
desires to accept the award subject to the terms and conditions of
this Agreement.
IN CONSIDERATION of the mutual
covenants and agreements set forth in this Agreement, the parties
agree to the following.
1. Award and Terms of Restricted
Stock Units . The Company awards to the Recipient under the
Plan Number restricted stock units (the
“Award”), subject to the restrictions, terms and
conditions set forth in this Agreement.
(a) Rights under Restricted Stock
Units . A restricted stock unit (a “RSU”)
represents the unfunded, unsecured right to require the Company to
deliver to the Recipient one share of Common Stock for each
RSU. The number of shares of Common Stock deliverable with
respect to each RSU is subject to adjustment as determined by the
Board of Directors of the Company as to the number and kind of
shares of stock deliverable upon any merger, reorganization,
consolidation, recapitalization, stock dividend, spin-off or other
change in the corporate structure affecting the Common Stock
generally.
(b) Vesting Dates . The RSUs
awarded under this Agreement shall initially be 100% unvested and
subject to forfeiture. Subject to this Section 1(b), the
RSUs shall vest over four years, with 25% of the RSUs vesting on
each of the first, second, third and fourth anniversary of the
Award Date. The date on which RSUs vest is referred to as a
“vesting date.” The RSUs shall become vested on a
respective vesting date only to the extent the Recipient is an
employee of the Company continuously from the Award Date to such
vesting date. If a vesting date falls on a weekend or any other day
on which the Nasdaq Stock Market (“NSM”) or any
national securities exchange on which the Common Stock then is
principally traded (the “Exchange”) is not open,
affected RSUs shall vest on the next following NSM or Exchange
business day, as the case may be.
(c) Acceleration on Death or
Total Disability . If the Recipient ceases to be an employee of
the Company by reason of the Recipient’s death or physical
disability, outstanding but unvested RSUs shall become immediately
vested. The term “total disability” shall have the
meaning given to the term under the Company’s long-term
disability policy.
(d) Forfeiture of RSUs
.
(1) Forfeiture of RSUs on
Termination of Service . If the Recipient ceases to be an
employee of the Company for any reason that does not result in
acceleration of vesting pursuant to Section 1(c), the
Recipient shall immediately forfeit all outstanding but unvested
RSUs awarded
pursuant to this Agreement and the
Recipient shall have no right to receive the related Common Stock.
In addition, absence on leave approved by the Company (or, if the
Recipient is an executive officer of the Company, by the Board of
Directors), shall not be deemed a termination or interruption of
employment or service. Unless otherwise determined by the Company
or the Board of Directors in its sole discretion, (i) vesting
of RSUs shall continue during a medical, family or military leave
of absence, whether paid or unpaid, and (ii) vesting of RSUs
shall be suspended during, and the number of shares deliverable at
the vesting date shall be proportionately reduced as a result of,
any other unpaid leave of absence greater than 30 days.
(2) Forfeiture of RSUs on
Violation of Code of Business Conduct and Ethics. Recipient
acknowledges that compliance with the Company’s Code of
Business Conduct and Ethics is a condition to the receipt and
vesting of the RSUs. If, during the term of this Agreement,
the Board of Directors (or a committee of directors designated by
the Board of Directors) determines in good faith that the
Recipient’s conduct is or has been in violation of the
Company’s Code of Business Conduct and Ethics, then the Board
of Directors or committee may cause the Recipient to immediately
forfeit all or a portion of the unvested RSUs granted pursuant to
this Agreement and the Recipient shall have no right to receive the
related Common Stock.
(e) Restrictions on Transfer and
Delivery on Death . The Recipient may not sell, transfer,
assign, pledge or otherwise encumber or dispose of the RSUs subject
to this Agreement. If the Recipient dies before the delivery date,
the shares will be delivered to the Recipient’s
estate.
(f) Voting Rights and Dividend
Equivalents . The Recipient shall have no rights as a
shareholder with respect to the RSUs or the Common Stock underlying
the RSUs until the vesting date for the relevant RSUs. The
Recipient will not be entitled to receive a cash payment equal to
any cash dividends paid with respect to the Common Stock underlying
the RSUs awarded under this Agreement that are declared prior to
the particular vesting date for the relevant RSUs.
(g) Physical Delivery of Share
Certificates . As soon as practicable following any particular
vesting date (including any accelerated vesting date pursuant to
Section 1(c)), provided that the Recipient has satisfied its
tax withholding obligations as specified under Section 1(h)
and the Recipient has completed, signed and returned any documents
and taken any additional action the Company deems appropriate, the
Company shall deliver the shares of Common Stock represented by
vested RSUs to the Recipient (the date of delivery of such shares
is referred to as a “delivery date”), rounded to the
nearest whole share. No fractional shares of Common Stock
shall be issued. The shares of Common Stock will be issued in the
Recipient’s name or, in the event of the Recipient’s
death or total disability, to the Recipient’s beneficiary or
executor.
Notwithstanding the foregoing,
(i) the Company shall not be obligated to vest or deliver any
shares of Common Stock during any period when the Company
determines that the conversion of a RSU or the delivery of shares
hereunder would violate any federal, state or other applicable laws
and may issue shares with any restrictive legend that, as
determined by the Company, is necessary to comply with securities
laws or other regulatory requirements, and (ii) a delivery
date may be delayed in order to provide the Company such time as it
determines appropriate to determine tax withholding
and other administrative matters; provided,
however, that in any event the shares shall be delivered not later
than the later to occur of the date that is 2 1/2 months from the
end of (i) the Recipient’s tax year that includes the
applicable vesting date, or (ii) the Company’s tax year
that includes the a
