Form of Indemnity Agreement For Directors And Executive Officers

Exhibit 10.23


COLUMBIA SPORTSWEAR COMPANY


INDEMNITY AGREEMENT

THIS AGREEMENT is made as of [ ], by and between Columbia Sportswear Company, an Oregon corporation (" Company" ), and [ ] (" Indemnitee" ), an officer, director or key employee of the Company.

RECITALS


A. It is essential to the Company to retain and attract as directors, officers and key employees the most capable persons available.


B. The increase in corporate litigation subjects directors, officers and key employees to expensive litigation risks at the same time that the availability and coverage of directors' and officers' liability insurance has been reduced.

C. Each of the Articles of Incorporation of the Company (" Articles" ) and the bylaws of the Company (" Bylaws" ) require indemnification of the directors of the Company to the fullest extent permitted by law. The Articles, Bylaws and the Oregon Business Corporation Act (" Act" ) expressly provide that the indemnification provisions set forth in the Articles, Bylaws and the Act are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors and officers with respect to indemnification of directors and officers.


D. Indemnitee does not regard the protection available under the Articles, Bylaws and insurance adequate in the present circumstances, and may not be willing to serve or continue to serve as a director, officer or key employee without adequate protection, and the Company wants Indemnitee to serve in that capacity.


NOW, THEREFORE, the Company and Indemnitee agree as follows:


1. Services to the Company . Indemnitee will serve or continue to serve, at the will of the Company, as a director, officer or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders a resignation in writing.


2. Definitions . As used in this Agreement:


(a) The term " Proceeding" shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee may be or may have been involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the

request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

(b) The term " Expenses" includes, without limitation, expense of investigations, judicial or administrative proceedings or appeals, attorneys' fees and disbursements and any expenses of establishing a right to indemnification under Section 11 of this Agreement, but shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


(c) References to " other enterprise" shall include employee benefit plans; references to " fines" shall include any excise tax assessed with respect to any employee benefit plan; reference to " serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner reasonably believed to be in the interest of an employee benefit plan shall be deemed to have acted in a manner " not opposed to the best interests of the Company" as referred to in this Agreement.


3. Indemnity in Third-Party Proceedings . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that Indemnitee' s conduct was unlawful.

4. Indemnity in Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of the Proceeding, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity.


5. Indemnification of Expenses of Successful Party . Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Company shall indemnify Indemnitee against all Expenses incurred in connection therewith.

6. Additional Indemnification.


(a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee' s conduct which constitutes a breach of Indemnitee' s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.


(b) Notwit ...