Exhibit 10.3
SEVERANCE
AGREEMENT
The parties to this Severance
Agreement (hereinafter “Agreement”) are MARK J.
SANDQUIST 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,
SANDQUIST means MARK J. SANDQUIST, and SANDQUIST’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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2.
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BACKGROUND
AND PURPOSE.
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SANDQUIST has been employed by
COLUMBIA since March 23, 1995. SANDQUIST’s employment is
ending effective March 24, 2009 (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 SANDQUIST may have against Company, whether asserted or not,
known or unknown, including, but not limited to, claims arising out
of or related to SANDQUIST’s employment, termination, and
claim for reemployment, or any other claims whether asserted or
not, known or unknown, past or future, that relate to
SANDQUIST’s employment, termination, reemployment, or
application for reemployment. SANDQUIST has twenty-one
(21) days to consider this Agreement.
SANDQUIST waives, acquits and
forever discharges Company from any and all claims SANDQUIST may
have. SANDQUIST 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 SANDQUIST 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
SANDQUIST’s employment, termination, employment contract,
compensation, benefits, reemployment, or application for
employment, with the exception of any claim SANDQUIST 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 SANDQUIST
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 SANDQUIST 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 SANDQUIST.
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 SANDQUIST or Company,
by whom liability has been and is expressly denied.
Neither the foregoing release nor
anything else in this Agreement applies in any way to
SANDQUIST’s rights to any ERISA qualified deferred
compensation accounts under existing Company tax-qualified plans,
with all such account balances to be made available for transfer as
directed by Sandquist contemporaneously with or subsequent to the
date hereof, subject to applicable regulatory and plan
provisions.
After receipt of this Severance
Agreement properly and fully endorsed by SANDQUIST, and the
expiration of the
seven- (7) day revocation period provided by the Older Workers
Benefit Protection Act without SANDQUIST’s revocation,
Company shall commence payment to SANDQUIST of the total sum of
five-hundred fourteen thousand, eight-hundred and 00/100 Dollars
($514,800.00) (all less proper withholding), paid in a lump sum
according to Section 4.3 of the Columbia Sportswear Company
Change in Control Severance Plan (the “Plan”) after
expiration of the revocation period described above. The lump sum
will be net of amounts withheld with respect to taxes and any other
legally required deductions.
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SANDQUIST also has the option to use
the DBM Outplacement program for executives (a six month program).
This outplacement benefit is available to SANDQUIST through
December 31, 2009. In accordance with Section 4.1(b) of
the Plan, if SANDQUIST and his spouse and dependent children (as
applicable) elect COBRA continuation coverage under
COLUMBIA’s group health plans, COLUMBIA will pay the
employer’s portion of the health insurance premium for COBRA
coverage for a period beginning on April 1, 2009 and ending on
the earliest to occur of (i) the date on which SANDQUIST is no
longer entitled to COBRA continuation coverage under
COLUMBIA’s group health plans, and (ii) March 31,
2010. SANDQUIST will be responsible for the employee portion of the
health insurance premium.
SANDQUIST has received equity grants
from the Company and has, depending on the specific grant, 30 to 90
days from date of termination to exercise any vested stock options.
SANDQUIST should contact Kathy Fox, Stock Plan Administrator, for
more information.
SANDQUIST agrees that he will not
disparage or make false or adverse statements about Company. In the
event that Company becomes aware of any actions or statements that
are attributed to SANDQUIST that Company reasonably believes are
disparaging, false or adverse to Company, Company may consider this
Agreement breached and may take actions consistent therewith,
including recoupment of sums paid to SANDQUIST hereunder. COLUMBIA
agrees