COLUMBIA SPORTSWEAR COMPANY
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.
A. It is essential to the Company to retain and attract as directors, officers and key employees the most capable persons
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
2. Definitions . As used in this Agreement:
(a) The term “Proc