I. Designation and Membership
The Board of Directors (the “Board”) of Columbia Sportswear Company (including its subsidiaries, the “Company”) will appoint from among its members a Compensation Committee (the “Committee”) and will designate one such member to serve as the Chairman of the Committee. The Committee will consist of at least three members of the Board, each of whom must be determined by the Board to be an independent, outside, non-employee director under all applicable rules, including the current exchange listing and SEC requirements.
II. Purposes
The primary purposes of the Committee are to:
1. Assist the Board in fulfilling its responsibilities relating to the design, administration and oversight of employee compensation programs and benefit plans;
2. Discharge the Board’s duties relating to compensation of the Company’s directors and executive officers; and
3. Review the performance of the Company’s CEO.
III. Duties and Responsibilities
The Committee shall conduct meetings as it deems necessary or advisable and shall:
1. Determine annual base and incentive compensation, benefit plans and perquisites for directors, the CEO and executive officers, including performance targets and incentive awards;
2. Administer any such executive officer incentive compensation plans;
3. Review and approve procedures for reviewing the performance of the Company’s executive officers;
4. Establish annual performance criteria for the CEO;
5. Establish annual performance goal to be used in the Executive and Company Bonus Plans.
6. Evaluate the annual performance of the CEO;
7. Review the Company’s succession planning for executive officers;
8. Take action to disgorge CEO and CFO compensation to the extent required by law if the Company is required to restate its financial statements as a result of misconduct;
9. Monitor the Company’s compliance with prohibitions on certain extensions of credit to directors and executive officers;
10. Review the design, administration and effectiveness of the Company’s policies regarding compensation programs and benefit plans for employees who are not executive officers of the Company;
11. Make recommendations to the Board of Directors with respect to the adoption and amendment of such employee compensation programs and benefit plans;
12. Exercise all authority delegated by the Board of Directors to the Compensation Committee under the Company’s 1997 Stock Incentive Plan, as amended, and 1999 Employee Stock Purchase Plan, as amended, including the authority to approve periodic stock option grants;
13. Obtain advice and assistance from internal and external legal, accounting, and other advisors or consultants as necessary or advisable to assist in the evaluation of compensation and benefit plans;
14. Retain a consulting firm to assist in the evaluation of director, CEO or senior executive compensation if the Committee in its discretion determines that the firm’s services are advisable and on terms and conditions the Committee determines;
15. Periodically review all compensation and benefit plans and perquisites;
16. Review and approve disclosures relating to shareholder votes on stock option plans;
17. Review and discuss with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K (the “CD&A”) and, based on the review and discussion, determine whether to recommend to the Board that the CD&A be included in the Company’s proxy statement.
18. Delegate to a subcommittee any of its duties as it deems necessary or advisable;
19. Periodically review any gifts in a category governed by the Company's gift policy and with a value over $5,000;
20. Perform such other functions as may be assigned by the Board from time to time; and
21. Annually evaluate the performance of the Committee.
22. Annually review and assess the adequacy of this Charter and recommend to the Board any proposed changes to this Charter.