This document provides information on the Long Term Cash Incentive Plan (hereafter referred to as the “LTI” or “the Plan”) of Columbia Sportswear Company (hereafter referred to as “the Company” or “Columbia”), which is set out in accordance with relevant laws and regulations
The Plan is designed as an intrinsic portion of our total remuneration for designated managerial employees of Columbia. Participants will be entitled to an LTI award under this Plan provided that the prescribed performance conditions are met and they remain in employment with the Company for the specified period of time.
All awards payable under the Plan are subject to the discretion and approval of the Compensation Committee of the Board of Directors. Information contained in this document does not create an employment contract and the Company reserves the right to amend, change or terminate all of part of the Plan as and when it shall see fit.
The Plan is prepared in English. In the event of any ambiguous interpretation of the Plan in any other language, the English version shall prevail.
Chapter One: General Provisions
Chapter Two: Definitions
Chapter Three: Plan Participants
Chapter Four: Operational Model and Restrictions
Chapter Five: Grant of LTI Award
Chapter Six: Vesting and Invalidation of LTI Award
Chapter Seven: Rights and Duties of the Company and the Participants
Chapter Eight: Revision and Termination of the Plan
Chapter Nine: Supplementary Provisions
To attract and retain the management team and key talent to drive the Company’s sustainable development, and to reward superior company and individual performance, Columbia Sportswear Company (hereafter referred to as “the Company” or “Columbia”) has designed a Long Term Cash Incentive Plan (hereafter referred to as “LTI” or “the Plan”) in accordance with relevant laws and regulations.
The Plan is drafted by the Company’s Corporate Human Resources Department and reviewed by the Compensation Committee of the Board of Directors. The Plan will come into effect as of 1/1/19 after the approval of the Compensation Committee of the Board of Directors.
The Plan covers all majority owned subsidiaries and entities of Columbia Sportswear.
The Corporate Human Resources Department, under the direction of the Compensation Committee of the Board of Directors and the CEO, administers the LTI Cash Plan and is responsible for implementing and operating the Plan, and will undertake tasks such as determining the grant size, calculating vesting and termination, etc.
Principles of the Plan:
The Plan should be simple, transparent and easy to understand and communicate to the eligible participants;
The Plan should reward selected participants who have made a special contribution to the Company in the past, or who are expected to have a substantial role in the plans of the Company going forward, or both;
The Plan is on-going in nature and should support the sustainable development of the Company;
The Plan shall not require any monetary contribution from participants in order to obtain the long-term incentives under the Plan.
Objectives of the Plan:
Drive a performance culture, and align the interests of the Company and rewards of the Plan participants;
Attract and retain excellent management and top performers to further the objectives of the Company;
Encourage sustainable value creation so as to achieve stable, long-lasting development;
Assist the management team in balancing medium-term and long-term objectives.
Columbia Sportswear Company and all majority owned subsidiaries
Long Term Cash Incentive Plan
Board of Directors
The Board of Directors of the Company
Employees of the Company
Eligible Employees to participate in the Plan
Chief Executive Officer of Columbia Sportswear Company, the incumbent in the highest role with executive powers
Senior management executives
Senior vice presidents of the Company
Employee Performance Review Year
The whole fiscal year used as the basis to evaluate participant performance and determine the size of award to be granted
The award, in the form of cash, to be granted to the Participants according to the Plan
Participants receive the award by way of written communication, according to the Plan
The period of time over which Company performance is measured
Documentation delivered to the Employee containing the terms and conditions of the Long Term Cash Incentive Award
Upon satisfying the restrictive conditions in the Plan, the Participant’s acquisition of the right to receive the payout of award, based on the terms and conditions of the Plan
The period from the day the awards are granted to the day they are all vested to Participants
Company performance goal
The Company performance goal agreed by the CEO and CFO at the beginning of the year in which the award is granted
“Retirement” shall have the same meaning as provided in the applicable policy maintained by the Company for the benefit of the Participant or, in the absence of such policy, as determined by the Board in its discretion in accordance with applicable law.
Managerial employees of the Company as designated by the Corporate Human Resources department and approved by the CEO of the Company.
Employees who have made outstanding contributions to the Company, nominated by the senior executives or the CEO.
The participant should be a full-time employee of the Company
The participant should have completed his/her probation/introductory period
The participant’s individual performance results of Achieving or better per their manager’s assessment in the Employee Performance Review Year
Global Grade level of the employee
Past performance of the employee
Potential of and expectations from the employee
Any other factor(s) which is/are deemed relevant
Participant termination due to death or disability: All granted but unvested LTI awards will vest at the target amount and be paid out as soon as practicable to the beneficiary(ies) stated by the Participant in the Nominee Form.
Participant termination due to retirement: Granted but unvested LTI awards will vest on a prorated basis with respect to the portion that would have been eligible for vesting in the year in which retirement occurs based on the Participant’s days of continuous service during the applicable year prior to the retirement, and the remaining unvested portion of the LTI awards will be forfeited.
Participant exit due to resignation or termination: All granted but unvested LTI awards will be subject to the discretion of the CEO.
Participant exit due to termination for cause: All granted but unvested LTI awards will be forfeited.
The CEO reserves the right to make appropriate settlement at any time for situations not covered by the above articles.
On the day that the company is ordered to liquidate or the company passes a resolution to go through voluntary liquidation (excluding an immediate merger and / or reorganization thereafter, when the majority of the company's business operations, assets and liabilities
In the event of a change in control, where corporate control is taken over by another legal entity, due to Merger or Acquisition or other reasons, the provisions of the Plan will continue for all granted awards (whether vested or unvested) but no further grants may be made under the Plan. The Compensation Committee of the Board of Directors and the CEO, or similar body of the Merged Company or the Acquiring Company may make limited changes to the Plan document, especially in the case of regulatory considerations which may apply to the Merged or Acquiring Company. The Compensation Committee of the Board of Directors and the CEO, or similar body of this Merged or Acquiring Company will be responsible for governance of the Plan, going forward.
Basic operation mode and restrictions of the Plan.
The scope of Participants.
Determination of award size
Revision and termination of the Plan.