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SEVERANCE AGREEMENT

Termination Severance Agreement

SEVERANCE AGREEMENT | Document Parties: COLUMBIA SPORTSWEAR CO You are currently viewing:
This Termination Severance Agreement involves

COLUMBIA SPORTSWEAR CO

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Title: SEVERANCE AGREEMENT
Date: 5/8/2009
Industry: Apparel/Accessories     Sector: Consumer Cyclical

SEVERANCE AGREEMENT, Parties: columbia sportswear co
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Exhibit 10.3

SEVERANCE AGREEMENT

 

1.

PARTIES.

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”).

 

 

1.1

MARK J. SANDQUIST.

For the purposes of this Agreement, SANDQUIST means MARK J. SANDQUIST, and SANDQUIST’s heirs, executors, administrators, and assigns.

 

 

1.2

THE COMPANY.

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.

 

2.

BACKGROUND AND PURPOSE.

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.


3.

RELEASE.

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,

 

2


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.

 

4.

CONSIDERATION.

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.

 

3


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.

 

5.

NONDISPARAGEMENT.

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


 
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