FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.1

FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

This Award Agreement (the “ Agreement ”) is entered into as of              (the “ Award Date ”) by and between Columbia Sportswear Company, an Oregon corporation (the “ Company ”), and              (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 9 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              restricted stock units (the “ Award ”), subject to forfeiture or increase as provided in Section 1(c) of this Agreement and 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 (1) as provided in Section 1(c) of this Agreement and (2) 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 Date . The RSUs not forfeited pursuant to Section 1(c) of this Agreement shall vest on the first anniversary of the last day of the Performance Period, as defined below (the “ Vesting Date ”) provided that the Recipient has been employed by the Company continuously from the Award Date to the Vesting Date. If the 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) Adjustment of RSUs.

(1)  Forfeiture of RSUs on Termination of Service . If the Recipient ceases to be an employee of the Company for any reason prior to the Vesting Date, the Recipient shall immediately forfeit all outstanding RSUs awarded pursuant to this Agreement and the Recipient shall have no right to receive the related Common Stock. 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.

(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.

(3)  Forfeiture or Increase of RSUs Based on Performance . For the period beginning              and ending              (the “ Performance Period ”), the Award shall be adjusted as follows.

(i) 50% of the Award (the “ Operating Margin Component ”) is subject to forfeiture (and if forfeited the Recipient shall have no right to receive the related Common Stock) based on the Average Operating Margin of the Company relative to the Average Operating Margin of companies in the Company’s peer group in the Performance Period. The peer group has been

determined by the Company for the Performance Period. The number of shares available under the Award that vest on the Vesting Date will be determined by the rank of the Company’s Average Operating Margin within its peer group at the conclusion of the Performance Period, as follows:

“ Average Operating Margin ” means the average annual percentage of operating margin in the Performance Period. The operating margin is calculated as follows:

where income from operations and net sales are each as set forth in the audited consolidated financial statements of the Company.

(ii) 50% of the Award (the “ Operating Income and ROIC Component ”) is subject to increase or forfeiture (and if forfeited the Recipient shall have no right to receive the related Common Stock) based on the Cumulative Operating Income and the Average ROIC of the Company in the Performance Period, in each case as defined below. The Operating Income and ROIC Component will be adjusted by multiplying it by the percentage set forth at the intersection of the Cumulative Operating Income and Average ROIC in the following matrix. If results are between data points, the percentage of the Award payable shall be determined by interpolation between data points.

“ Cumulative Operating Income ” means the sum of the annual income from operations for each of the fiscal years in the Performance Period as set forth in the audited consolidated financial statements of the Company.

“ Average ROIC ” means the average annual percentage return on invested capital in the Performance Period. The return on invested capital is calculated as follows.