ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c)
As previously disclosed in Columbia Sportswear Company's (the "Company") current
report on Form 8-K, filed with the Commission on January 6, 2009, Thomas B.
Cusick was promoted to the position of vice president, chief financial officer
and treasurer of the Company effective January 23, 2009. Mr. Cusick, 41, has
served in senior financial management roles with Columbia Sportswear since
joining the company as corporate controller in September 2002. In March 2006, he
was promoted to vice president and corporate controller and was named chief
accounting officer in May 2008. From 1995 to 2002, Mr. Cusick held various
financial management positions at Cadence Design Systems (and OrCad, a company
acquired by Cadence in 1999), which operates in the electronic design automation
industry. From 1990 to 1995, Mr. Cusick was an accountant with KPMG LLP.
Upon effectiveness of Mr. Cusick's appointment, the Board of Directors approved
compensation arrangements with Mr. Cusick consisting of (i) an annual salary of
$325,000, (ii) a grant of 4,978 restricted stock units, and (iii) a grant of
12,378 stock options. The restricted stock units will cease to be subject to
forfeiture with respect to 25% of the units on each anniversary of the grant
date. Vested shares will be delivered to Mr. Cusick on the designated vest
dates. The stock options were granted at an exercise price of $31.21 per share
and for a term of ten years. The option grant vests over 4 years with 25%
becoming exercisable on each anniversary of the grant date. The grants of both
the restricted stock units and the stock options were made under the Company's
1997 Stock Incentive Plan. In addition, Mr. Cusick will be eligible to
participate in the Company's executive compensation plans according to the terms
of each of the plans, and the Company's Change in Control Severance Plan
described below.
(e)
On January 23, 2009, the Board of Directors of the Company approved a form of
Change in Control Severance Plan (the "Plan") to offer certain key employees,
based on level of position, income protection in the event that the
participant's employment with the Company is involuntarily terminated other than
for cause (as defined in the Plan), and to secure for the benefit of the Company
the services of the eligible employees in the event of a potential or actual
change in control (as defined in the Plan).
In the event of a termination of employment without cause and not in connection
with a change in control, each of Bryan Timm, Executive Vice President and Chief
Operating Officer, Mick McCormick, Executive Vice President of Global Sales and
Marketing, Tom Cusick, Vice President and Chief Financial Officer and Peter
Bragdon, Vice President and General Counsel (each a "Tier I Executive") would be
entitled to receive a cash payment equal to one and one-half (1.5) times the sum
of the participant's base salary plus the target annual incentive amount and
health insurance benefits for the shorter of 18 months or the COBRA coverage
period. Each of the Company's other vice presidents (each a "Tier II Executive")
would be eligible to receive a cash payment equal to the sum of the
participant's base salary plus the target annual incentive amount and health
insurance
benefits for the shorter of 12 months or the COBRA coverage period. Neither
Chief Executive Officer Timothy P. Boyle nor Chairman Gertrude Boyle is eligible
to participate in the plan.
In the event of a termination of employment by the Company without cause or by
the participant for good reason (as defined in the Plan) within twelve months
following a change in control, Tier I Executives would be entitled to receive a
cash payment equal to two (2) times the sum of the participant's base salary
plus the target annual incentive amount and Tier II Executives would be entitled
to receive a cash payment equal to one and one-half (1.5) times the sum of the
participant's base salary plus the target annual incentive amount. All
outstanding time-vesting equity-based awards for the participants would become
fully vested and exercisable or payable upon such termination and equity awards
that are eligible to become exercisable, vested or payable upon the attainment
of specified performance goals would become fully vested, exercisable or payable
to the extent the applicable performance goals had been attained, as determined
on a pro-rata basis, as of the effective date of the termination. Each
participant would also receive health insurance benefits for the shorter of
18 months or the COBRA coverage period. Cash payments to which a participant
becomes entitled under the Plan will be paid in a lump sum following the
participant's signing of a waiver and release of claims. A copy of the Change In
Control Severance Plan is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.