COLUMBIA SPORTSWEAR COMPANY(R)
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I-PURPOSE
1.01. Purpose ARTICLE II-DEFINITIONS
2.01. Compensation
2.02. Eligible Employee
2.03. Subsidiary Corporation
2.04. Offerings ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
3.02. Commencement of Participation
3.03. Restrictions on Participation. ARTICLE IV-OFFERINGS
4.01. Quarterly Offerings. ARTICLE V-PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
5.02. Participant's Account.
5.03. Changes in Payroll Deductions.
5.04. Leave of Absence. ARTICLE VI-GRANTING OF OPTIONS
6.01. Number of Option Shares.
6.02. Purchase Price. ARTICLE VII-EXERCISE OF OPTIONS
7.01. Automatic Exercise.
7.02. Withdrawal of Account.
7.03. Fractional Shares. ARTICLE VIII-WITHDRAWAL
8.01. In General.
8.02. Effect on Subsequent Participation.
8.03. Termination of Employment.
8.04. Leave of Absence ARTICLE IX-INTEREST
9.01. Payment of Interest ARTICLE X-STOCK
10.01. Maximum Shares.
10.02. Participant's Interest in Option Stock.
10.03. Registration of Stock.
10.04. Restrictions on Exercise.
1 ARTICLE XI-ADMINISTRATION
11.01. Administration of the Plan. ARTICLE XII-CUSTODIANSHIP
12.01. Delivery and Custody of Shares
12.02. Records and Statements ARTICLE XIII-MISCELLANEOUS
13.01. Transferability.
13.02. Use of Funds
13.03. Adjustment Upon Changes in Capitalization.
13.04. Effective Date.
13.05. No Employment Rights.
13.06. Governing Law.
13.07. Expense of the Plan.
13.08. Dividends and Other Distributions.
13.09. Voting and Shareholder Communications.
13.10. Tax Withholding.
13.11. Responsibility and Indemnity.
13.12. Conditions and Approvals.
13.13. Amendment of the Plan.
13.14. Termination of the Plan.
2
ARTICLE I-PURPOSE
1.01. Purpose.
Columbia Sportswear Company's Employee Stock Purchase Plan is intended to provide a method whereby employees of the Company and its subsidiary corporations (hereinafter referred to as the "Company") will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under ss.423 of the Internal Revenue Code of 1986 as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit the operation of the Plan in a manner consistent with the requirements of that section of the Code.
ARTICLE II-DEFINITIONS
2.01. Compensation
"Compensation" shall mean regular cash Compensation including salary, cash bonuses, payments in lieu of vacation, sick leave and commissions, but excluding severance pay, relocation bonuses, expense reimbursements, stock options or any other special payments.
2.02. Eligible Employee
"Eligible Employee" means any employee of the Company or a Subsidiary Corporation:
(a) whose customary employment is for twenty (20) or more hours per week
and more than five (5) months per year, and
(b) who is a citizen of a country whose laws do not prohibit corporations
of other countries from granting stock options to its citizens.
2.03. Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation which:
(a) would be a "subsidiary corporation" of Company, as that term is
defined in ss.424(f) of the Code, and
(b) is a domestic "subsidiary corporation" incorporated under the laws of
any state, or
(c) if not a domestic corporation, is designated as a Subsidiary
Corporation by the Board of Directors.
3 2.04. Offerings
a) "Offerings" shall mean the quarterly offerings of the Company's Common
Stock as described in Article IV.
b) "Offering Commencement Date" shall mean the first day of January,
April, July, or October, as the case may be, on which the particular
Offering begins, as described in Article IV.
c) "Offering Termination Date" shall mean December 31, March 31, June 30,
or September 30 as the case may be, on which the particular Offering
terminates, as described in Article IV.
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
Any Eligible Employee who has completed ninety (90) days' employment and is employed by the Company on the date his or her participation in the Plan is to become effective may participate in Offerings under the Plan which commence on or after the last day of such ninety (90) day period; provided, however, that the Board of Directors may decrease or increase (up to two years) this minimum requirement for any future Offering.
3.02. Commencement of Participation.
An Eligible Employee may become a participant in an Offering under the Plan by filing with the Company no later than 10 days prior to the Offering Date, on forms furnished by the Company, a subscription and payroll deduction authorization. Once filed, a subscription and payroll deduction authorization shall remain in effect for subsequent Offerings unless amended or terminated. Payroll deductions for a participant shall commence on the applicable Offering Commencement Date and shall end on the Offering Termination Date of the Offering to which such authorization is applicable, unless sooner terminated by the participant as provided in Article VIII.
3.03. Restrictions on Participation.
Notwithstanding any provisions of the Plan to the contrary, no employee shall be granted an option to participate in the Plan:
(a) if, immediately after the grant, such employee would own stock, and/or
hold outstanding options to purchase stock, possessing 5% or more of
the total combined voting power or value of all classes of stock of
the Company (for purposes of this paragraph, the rules of ss.424(d) of
the Code shall apply in determining stock ownership of any employee);
or
(b) which would allow an employee's right to purchase shares under all
stock purchase plans of the Company and its partners and subsidiaries
to which Section 423 of the Code applies to accrue at a rate that
exceeds $15,000 in fair market value of the stock (determined at the
time such option is granted) for each calendar year in which such
option is outstanding.
4
ARTICLE IV-OFFERINGS
4.01. Quarterly Offerings.
The Plan will be implemented and operated through quarterly offerings of the Company's Common Stock (the "Offerings"). The initial Offerings in 1999 shall commence on the first day of July and October 1999 and terminate on September 30, and December 31 respectively. Thereafter, Offerings will begin on the 1st day of January, April, July, and October each year and terminate on March 31, June 30, September 30 and December 31, respectively. As used in the Plan, "Offering Commencement Date" means the first day of January, April, July, or October, as the case may be, on which the particular Offering begins and "Offering Termination Date" means the March 31, June 30, September 30 or December 31, as the case may be, on which the particular Offering terminates.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
At the time a participant files his or her authorization for payroll deduction, he or she shall elect to have deductions made from his or her pay on each payday during the time he or she is a participant in an Offering at the rate of any whole percentage, from 1% to 15% of his or her Compensation in effect during each pay period subject to the maximum dollar limitations set forth in ss.3.03(b).
5.02. Participant's Account.
All payroll deductions made for a participant shall be credited to his or her account under the Plan.
5.03. Changes in Payroll Deductions.
A participant may discontinue his or her participation in the Plan as provided in Article VIII, but no other change can be made during an Offering.
5.04. L ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.