Exhibit 10.1
SEVERANCE AGREEMENT
The
parties to this Severance Agreement (hereinafter
“Agreement”) are PATRICK D. ANDERSON and COLUMBIA
SPORTSWEAR COMPANY, an Oregon corporation, with its principal place
of business at 14375 NW Science Park Drive, Portland, Oregon 97229
(“COLUMBIA”).
For the
purposes of this Agreement, ANDERSON means PATRICK D. ANDERSON, and
ANDERSON’s heirs, executors, administrators, and
assigns.
For
purposes of this Agreement “Company” means COLUMBIA
SPORTSWEAR COMPANY, and all subsidiaries, affiliated companies and
other business entities thereof, all predecessors and successors of
each, and all of each entity’s officers, shareholders,
directors, employees, agents, or assigns, in their individual and
representative capacities.
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BACKGROUND AND PURPOSE. |
ANDERSON
has been employed by COLUMBIA since June 29, 1992.
ANDERSON’s employment is ending effective April 30, 2008
(hereinafter Termination Date). The parties are entering into this
Agreement to define the severance relationship and to settle fully
and finally any and all claims ANDERSON may have against Company,
whether asserted or not, known or unknown, including, but not
limited to, claims arising out of or related to ANDERSON’s
employment, termination, and claim for reemployment, or any other
claims whether asserted or not, known or unknown, past or future,
that relate to ANDERSON’s employment, termination,
reemployment, or application for reemployment. ANDERSON has
twenty-one (21) days to consider this Agreement.
ANDERSON
waives, acquits and forever discharges Company from any and all
claims ANDERSON may have. ANDERSON hereby releases Company from any
and all claims, demands, actions, or causes of action, whether
known or unknown, arising from or related in any way to any
employment of or past or future failure or refusal to employ
ANDERSON by Company, or any other past or future claim (except as
reserved by this Agreement or where expressly prohibited by law)
that relates in any way to ANDERSON’s employment,
termination, employment contract, compensation, benefits,
reemployment, or application for employment, with the exception of
any claim ANDERSON may have against COLUMBIA for enforcement of
this Agreement. This release includes any and all claims, direct or
indirect, which might otherwise be made under any applicable local,
state or federal authority, including but not limited to any claim
arising under the state or local statutes governing the
jurisdiction where ANDERSON was employed by COLUMBIA dealing with
civil rights, employment, wage and hour, discrimination in
employment, Employee Retirement Income Security Act (ERISA), Title
VII of the Civil Rights Act of 1964, the Post-Civil War Civil
Rights Act (42 U.S.C. §§ 1981-1988), the Civil
Rights Act of 1991, the Americans With Disabilities Act, the Family
and Medical Leave Act of 1993, the Equal Pay Act of 1963, Executive
Order 11246, the Rehabilitation Act of 1973, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Worker
Adjustment and Retraining Notification Act, the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, the
Fair Labor Standards Act, all as amended, any regulations under
such authorities, or any other applicable constitutional,
statutory,
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contract, tort, or common law theories, except that ANDERSON does
not hereby release Company from its obligations under this
Agreement, its contribution and indemnification obligations whether
arising under this Agreement or otherwise, or from any coverage
under any policy of insurance providing indemnity and related costs
for the benefit of ANDERSON.
It is
understood and agreed that the acts done and evidenced hereby and
the release granted hereunder is not an admission of liability on
the part of ANDERSON or Company, by whom liability has been and is
expressly denied.
After
receipt of this Severance Agreement properly and fully endorsed by
ANDERSON, and the expiration of the seven- (7-) day revocation
period provided by the Older Workers Benefit Protection Act without
ANDERSON’s revocation, Company shall commence payment to
ANDERSON of the total sum of Four-Hundred Ninety-Five Thousand
Eighty-Six and No/100 Dollars ($495,086.00) (all less proper
withholding), paid in regular bi-weekly installments according to
Company’s payroll schedule (hereinafter “Settlement
Consideration”). Payment will be made in the form of
ANDERSON’S base salary from Company starting on
Company’s first administratively feasible payday after
expiration of the revocation period described above and continuing
until the aggregate amount of the gross payments equals
$495,086.00. Company will report such payments as taxable income to
ANDERSON when payable to him or on his behalf unless subject to a
directive from an applicable taxing authority to do
otherwise.
ANDERSON
also has the option to use the Pathways Outplacement program for
executives (a six month program). This outplacement benefit is
available to ANDERSON through April 30, 2009. If ANDERSON
elects to continue health benefits, COLUMBIA will pay its portion
of the coverage currently in place for sixteen (16) months
commencing May 1,
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2008.
However, if ANDERSON accepts paid employment with or agrees to
provide services to another company within one hundred twenty
(120) days of his Termination Date from COLUMBIA, severance
payments will cease and any remaining severance pay will be
forfeited, and, in such case, COLUMBIA’s paid portion of the
COBRA benefits will cease at the end of the
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