Exhibit 10.2(e)
COLUMBIA SPORTSWEAR
COMPANY
STOCK OPTION
AGREEMENT
Non-Statutory Stock
Option
This STOCK OPTION AGREEMENT is made
between COLUMBIA SPORTSWEAR COMPANY, an Oregon corporation (the
“Company”), and Name (the
“Optionee”), pursuant to the Company’s 1997 Stock
Incentive Plan (the “Plan”) as amended. The Company and
the Optionee agree as follows:
1. Option Grant . The Company
hereby grants to the Optionee on the terms and conditions of this
Agreement the right and the option (the “Option”) to
purchase all or any part of Number shares of the
Company’s Common Stock at a purchase price of $Exercise
Price per share. The terms and conditions of the Option grant
set forth in the attached Exhibit A are hereby incorporated into
and made a part of this Agreement. The Option is not intended to be
an Incentive Stock Option, as defined in Section 422A of the
Internal Revenue Code of 1986, as amended (the “Code”),
and therefore is a Non-Statutory Stock Option.
2. Grant Date . The Grant
Date for this Option is Date . The Option shall continue in
effect until the date ten years after the Grant Date (the
“Expiration Date”) unless earlier terminated as
provided in Sections 1, 4 or 6 of Exhibit A.
3. Exercise of Option . The
Option shall become exercisable over four years, with 25% of the
options becoming exercisable on each of the first, second, third
and fourth anniversary of the Grant Date.
IN WITNESS WHEREOF, the parties have
executed this Agreement in duplicate.
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COLUMBIA
SPORTSWEAR COMPANY
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By:
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Authorized
Officer
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Optionee
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Date
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COLUMBIA SPORTSWEAR
COMPANY
EXHIBIT A TO STOCK OPTION
AGREEMENT
1. Termination of Service
.
1.1. Unless otherwise determined by
the Board of Directors of the Company, or unless otherwise required
under applicable law, if the Optionee’s employment by or
service with the Company terminates for any reason other than
because of total disability or death, the Option may be exercised
at any time prior to the Expiration Date or the expiration of 90
days after the date of the 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.
1.2. If the Optionee’s
employment by or service with the Company terminates because of
death or total disability (as defined in Section 6.1-4(b) and
(c) of the Plan), the Option may be exercised at any time
prior to the Expiration Date or the expiration of 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. If the Optionee’s
employment or service is terminated by death, the Option shall be
exercisable only by the person or persons to whom the
Optionee’s rights under the Option pass by the
Optionee’s will or by the laws of descent and distribution of
the state or country of the Optionee’s domicile at the time
of death.
2. Method of Exercise of
Option .
2.1 Unless the Board of Directors
determines otherwise, to exercise the Option, the Optionee must
give written notice to the Company stating the Optionee’s
intention to exercise, specifying the number of shares as to which
the Optionee desires to exercise the Option and the date on which
the Optionee desires to complete the transaction. Delivering a
notice of intent to exercise by itself does not constitute exercise
of the option; the Optionee must also deliver payment for the
shares set forth in the notice of intent to exercise. Unless the
Board of directors determines otherwise, on or before the date
specified for completion of the purchase of shares pursuant to the
Option, the Optionee must pay the Company the full purchase price
of such shares in cash or, in whole or in part, in Common Stock of
the Company valued at fair market value. No shares shall be issued
until full payment for the shares has been made.
2.2 After exercise of all or a part
of the Option, the Optionee shall immediately upon notification of
the amount due, if any, pay to the Company in cash the amount
necessary to satisfy any applicable federal, state, local and
non-U.S. tax withholding requirements. If additional withholding is
or becomes required beyond any amount deposited before delivery of
the certificates for the Option shares, the Optionee shall pay such
amount to the Company on demand. If the Optionee fails to pay the
amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the Optionee, including salary or
compensation, subject to applicable law.
3. Nontransferability of
Option. The Option may not be assigned or transferred 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.
4. Changes in Capital
Structure .
4.1 Stock Splits; Stock
Dividends . If the outstanding Common Stock of the Company is
hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares or
dividend payable in shares, recapitalization or reclassification,
appropriate adjustment shall be made by the Board of Directors in
the number and kind of shares as to which the Option, or portions
thereof then unexercised, shall be exercisable. Adjustments shall
be made without change in the total price applicable to the
unexercised portion of the Option and with a corresponding
adjustment in the Option price per share and shall neither
(i) make the ratio, immediately after the event, of the Option
price per share to the fair market value per share more favorable
to the Optionee than that ratio immediately before the event nor
(ii) make the aggregate spread, immediately after the event,
between the fair market value of shares as to which the Option is
exercisable and the Option price of such shares more favorable to
the Optionee than tha
