Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 739K
2: EX-10.1 Material Contract HTML 43K
3: EX-10.2 Material Contract HTML 62K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 21K
14: R1 Cover Page HTML 73K
15: R2 Consolidated Balance Sheets HTML 122K
16: R3 Consolidated Statements of Operations HTML 80K
17: R4 Consolidated Statements of Comprehensive Income HTML 43K
18: R5 Consolidated Statement of Cash Flows HTML 110K
19: R6 Consolidated Statements of Shareholders' Equity HTML 78K
20: R7 Consolidated Balance Sheets (Parenthetical) HTML 136K
21: R8 Consolidated Statements of Comprehensive Income HTML 47K
(Parenthetical)
22: R9 Basis of Presentation and Organization HTML 31K
23: R10 Revenues HTML 75K
24: R11 Property, Plant, and Equipment, Net HTML 24K
25: R12 Short-Term Borrowings and Credit Lines HTML 23K
26: R13 Income Taxes HTML 25K
27: R14 Commitments and Contingencies HTML 23K
28: R15 Shareholders' Equity HTML 24K
29: R16 Stock-Based Compensation HTML 31K
30: R17 Earnings per Share HTML 34K
31: R18 Accumulated Other Comprehensive Income HTML 53K
32: R19 Segment Reporting HTML 48K
33: R20 Financial Instruments and Risk Management HTML 67K
34: R21 Fair Value Measures HTML 136K
35: R22 Organization, Consolidation and Presentation of HTML 36K
Financial Statements (Policies)
36: R23 Revenues (Tables) HTML 69K
37: R24 Intangible Assets, Goodwill and Other (Tables) HTML 66K
38: R25 Stock-Based Compensation (Tables) HTML 29K
39: R26 Earnings per Share (Tables) HTML 33K
40: R27 Accumulated Other Comprehensive Income (Tables) HTML 52K
41: R28 Financial Instruments and Risk Management (Tables) HTML 63K
42: R29 Fair Value Measures (Tables) HTML 131K
43: R30 Revenues (Details) HTML 63K
44: R31 Intangible Assets, Net and Goodwill (Schedule of HTML 41K
Identifiable Intangible Assets) (Details)
45: R32 Intangible Assets, Net and Goodwill (Narrative) HTML 23K
(Details)
46: R33 Intangible Assets, Net and Goodwill (Schedule of HTML 32K
Future Amortization Expense) (Details)
47: R34 Short-Term Borrowings and Credit Lines (Narrative) HTML 32K
(Details)
48: R35 Accrued Liabilities (Schedule of Accrued HTML 23K
Liabilities) (Details)
49: R36 Leases (Maturity Schedule) (Details) HTML 24K
50: R37 Income Taxes (Narrative) (Details) HTML 23K
51: R38 Income Taxes (Consolidated Income from Continuing HTML 24K
Operations Before Income Taxes) (Details)
52: R39 Income Taxes (Components of Provision (Benefit) HTML 24K
for Income Taxes) (Details)
53: R40 Income Taxes (Reconciliation of Statutory Federal HTML 22K
Income Tax Rate to Effective Rate) (Details)
54: R41 Shareholders' Equity (Narrative) (Details) HTML 35K
55: R42 Stock-Based Compensation (Narrative) (Details) HTML 34K
56: R43 Stock-Based Compensation (Schedule of Stock-Based HTML 28K
Compensation Expense) (Details)
57: R44 Stock-Based Compensation (Schedule of Weighted HTML 24K
Average Assumptions) (Details)
58: R45 Stock-Based Compensation (Summary of Stock Option HTML 22K
Activity) (Details)
59: R46 Stock-Based Compensation (Schedule of Weighted HTML 25K
Average Assumptions for Restricted Stock Units)
(Details)
60: R47 Stock-Based Compensation (Summary of Restricted HTML 27K
Stock Unit Activity) (Details)
61: R48 Earnings per Share (Narrative) (Details) HTML 23K
62: R49 Earnings per Share (Schedule of Earnings per HTML 39K
Share, Basic and Diluted) (Details)
63: R50 Accumulated Other Comprehensive Income HTML 48K
(Accumulated Other Comprehensive Income, Net of
Related Tax Effects) (Details)
64: R51 Segment Information (Schedule of Segment HTML 138K
Information) (Details)
65: R52 Financial Instruments and Risk Management HTML 29K
(Narrative) (Details)
66: R53 Financial Instruments and Risk Management (Gross HTML 28K
Notional Amount of Outstanding Derivatives)
(Details)
67: R54 Financial Instruments and Risk Management (Balance HTML 40K
Sheet Classification and Fair Value of Derivative
Instruments) (Details)
68: R55 Financial Instruments and Risk Management (Effect HTML 42K
and Classification of Derivative Instuments)
(Details)
69: R56 Fair Value Measures (Assets and Liabilities HTML 105K
Measured at Fair Value on a Recurring Basis)
(Details)
70: R57 Quarterly Financial Data (Unaudited) (Details) HTML 36K
72: XML IDEA XML File -- Filing Summary XML 131K
13: XML XBRL Instance -- colm-20210331_htm XML 1.79M
71: EXCEL IDEA Workbook of Financial Reports XLSX 74K
9: EX-101.CAL XBRL Calculations -- colm-20210331_cal XML 281K
10: EX-101.DEF XBRL Definitions -- colm-20210331_def XML 699K
11: EX-101.LAB XBRL Labels -- colm-20210331_lab XML 1.93M
12: EX-101.PRE XBRL Presentations -- colm-20210331_pre XML 1.18M
8: EX-101.SCH XBRL Schema -- colm-20210331 XSD 162K
73: JSON XBRL Instance as JSON Data -- MetaLinks 438± 661K
74: ZIP XBRL Zipped Folder -- 0001050797-21-000032-xbrl Zip 316K
This STOCK OPTION AGREEMENT is made between COLUMBIA SPORTSWEAR COMPANY, an Oregon corporation (the “Company”), and DIRECTOR NAME (the “Optionee”), pursuant to the Company’s 2020 Stock
Incentive Plan (the “Plan”). The Company and the Optionee agree as follows:
1.Option Grant. The Company hereby grants to the Optionee on the terms and conditions of this Agreement the right and the option (the “Option”) to purchase all or any part of NUMBER shares of the Company’s Common Stock at a purchase price of $ OPTION PRICE per share. The terms and conditions of the Option grant set forth in the attached Exhibit A are hereby incorporated into and made a part of this Agreement. The Option is
not intended to be an Incentive Stock Option, as defined in Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”), and therefore is a Non-Statutory Stock Option.
2.Grant Date. The Grant Date for this Option is OPTION DATE. The Option shall continue in effect until the date ten years after the Grant Date (the “Expiration Date”) unless earlier terminated as provided in Sections 1 or 4 of Exhibit A.
3.Exercise of Option. No portion of the Option will be exercisable during the first twelve months following the Grant Date. The Option shall become exercisable on the VEST DATE.
IN WITNESS
WHEREOF, the parties have executed this Agreement in duplicate as of this day of , 20YY.
COLUMBIA SPORTSWEAR COMPANY OPTIONEE
BY:
AUTHORIZED OFFICER
DIRECTOR NAME
1
COLUMBIA
SPORTSWEAR COMPANY
EXHIBIT A TO STOCK OPTION AGREEMENT
BOARD OF DIRECTORS
1. Termination of Service.
1.1. Unless otherwise determined by the Board of Directors of the Company, if the Optionee’s employment by or service with the Company terminates for any reason other than because of total disability or death, the Option may be exercised at any time prior to the Expiration Date or the expiration of 90 days after the date of the termination, whichever is the shorter period, but only if and to the
extent the Optionee was entitled to exercise the Option at the date of termination.
1.2. If the Optionee’s employment by or service with the Company
terminates because of death or total disability (as defined in Section 6.1-4(b) and (c) of the Plan), the Option may be exercised at any time prior to the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination. If the Optionee’s employment or service is terminated by death, the Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option pass by the Optionee’s will or by the laws of descent and distribution of the state or country
of the Optionee’s domicile at the time of death.
2. Method of Exercise of Option.
2.1 Unless the Board of Directors determines otherwise, to exercise the Option, the Optionee must give written notice to the Company stating the Optionee’s intention to exercise, specifying the number of shares as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to complete the transaction. Delivering a notice of intent to exercise by itself does not constitute exercise of the option; the Optionee must also deliver payment for the shares set forth in the notice of intent to exercise. Unless the Board of directors determines otherwise, on or before the date specified for
completion of the purchase of shares pursuant to the Option, the Optionee must pay the Company the full purchase price of such shares in cash or, in whole or in part, in Common Stock of the Company valued at fair market value. No shares shall be issued until full payment for the shares has been made.
2.2 After exercise of all or a part of the Option, the Optionee shall immediately upon notification of the amount due, if any, pay to the Company in cash the amount necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited
before delivery of the certificates for the Option shares, the Optionee shall pay
2
such amount to the Company on demand. If the Optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the Optionee, including salary or compensation, subject to applicable law.
3. Nontransferability of Option. The Option may not be assigned or transferred
by the Optionee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death.
4. Changes in Capital Structure.
4.1 Stock Splits; Stock Dividends; Extraordinary Distributions. If the outstanding Common Stock of the Company is hereafter increased or decreased in number or value or changed into or exchanged for a different number or kind of shares or other securities of the Company or any other Company by reason of any stock split,
reverse stock split, spin off, combination or exchange of shares or dividend payable in shares, distribution to shareholders other than a normal cash dividend or recapitalization, reclassification or other change in the Company's corporate or capital structure, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares as to which the Option, or portions thereof then unexercised, shall be exercisable, and/or the Option price per share. Adjustments shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread,
immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. The Board of Directors shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by the Board of Directors shall be conclusive.
4.2 Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of
the Company’s assets or of more than 50% of the Company's outstanding shares of Common Stock (each, a “Transaction”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option, in each case provided that the Transaction is consummated:
4.2-1 The Option shall remain in effect in accordance with its terms.
4.2-2 The Option shall be assumed, converted or exchanged into an option to purchase stock in the corporation that is the surviving or acquiring
3
corporation
in the Transaction (or in a parent corporation). The amount and type of securities subject thereto and exercise price of the assumed, converted or exchanged option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio
immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied.
4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in it sole discretion, accelerate the exercisability of the Option so that
it is exercisable in full during such 30-day period. The Board of Directors may, in its sole discretion, provide that any or all other outstanding awards granted under the Plan shall terminate upon or immediately prior to the consummation of the Transaction and/or accelerate the vesting and/or waive any applicable restrictions upon the expiration of the period provided as described in Section 10.23 of the Plan or upon or immediately prior to the consummation of the Transaction.
4.2-4 The Board of Directors, in its sole discretion, shall provide that the Option shall terminate either upon or immediately prior to consummation of a Transaction and the Optionee shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Transaction, or, in the event the Transaction
does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Board of Directors in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding awards (to the extent then vested and/or exercisable or whether or not then vested and/or exercisable, as determined by the Board of Directors in its sole discretion) exceeds (y) the aggregate exercise price or grant price for the Option.
4
4.3 Dissolution of the Company. Unless otherwise determined
by the Board of Directors in its sole discretion, in the event of the dissolution or liquidation of the Company, the Option shall automatically terminate immediately prior to such dissolution or liquidation of the Company. To the extent a vesting condition applicable to the Option has not been waived by the Board of Directors, the Option shall be forfeited immediately prior to the consummation of the dissolution or liquidation.
5. Conditions and Obligations. The Company shall not be obligated to issue shares of Common Stock upon exercise of the Option if the
Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws. The Company will use its best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Option.
6. Withholding. Upon notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares for which the Option was exercised, Optionee shall pay to the Company amounts necessary to satisfy any applicable federal, state, and local withholding tax requirements. If additional withholding becomes required
beyond any amount deposited before delivery of the certificates, Optionee shall pay such amount to the Company on demand. If Optionee fails to pay any amount demanded, the company shall have the right to withhold that amount from other amounts payable by the Company to Optionee, including salary, subject to applicable law.
7. Successors of Company. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company but, except as provided herein, the Option may
not be assigned or otherwise transferred by the Optionee.
8. Notices. Any notices under this Agreement must be in writing and will be effective when actually delivered or, if mailed, three days after deposit into the United States mails by registered or certified mail, postage prepaid. Mail shall be directed to the addresses stated on the face page of this Agreement or to such address as a party may certify by notice to the other party.
9. No Right to Employment or Service. Nothing in the Plan or this Agreement shall (i) confer upon the Optionee any right to be employed or to continue in the employment of or service to the
Company; (ii) interfere in any way with the right of the Company to terminate the Optionee’s employment or service with the Company at any time for any reason, with or without cause, or to decrease the Optionee’s compensation or benefits; or
(iii) confer upon the Optionee any right to continuation, extension, renewal, or modification of any compensation, contract or arrangement with or by the Company.
10. Interpretation of the Plan and the Agreement. The
Board of Directors, or a committee of the Board responsible for administering the Plan, shall have the sole authority
5
to interpret the provisions of this Agreement and the Plan, and all determinations by it shall be final and conclusive.
11. Governing Law, Venue and Jurisdiction. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. Venue and jurisdiction will be in the state or federal courts in Washington County, Oregon, and nowhere else.
12. Consent to Transfer Personal Data. By
signing this Agreement, the Optionee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Optionee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Optionee’s ability to participate in the Plan. The Company and its subsidiaries hold certain personal information about the Optionee, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options
or any other entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration
and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Optionee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any shares of stock acquired pursuant to the Plan. The Optionee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Optionee’s ability
to participate in the Plan.
13. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. The Optionee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of stock options under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of stock options or benefits in lieu of stock options in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of options, vesting provisions, and
the exercise price.
6
14. Termination Indemnities. Participation in the Plan is voluntary. The value of the Option is an extraordinary item of compensation outside the scope of the Optionee’s employment contract, if any. As such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments. Rather, the awarding of a stock option under the Plan represents a mere investment opportunity.