AMENDMENT AND WAIVER
DEFERRED COMPENSATION CONVERSION AGREEMENT
This Amendment and Waiver (the "Amendment") to the Deferred Compensation
Conversion Agreement (the "Agreement"), dated as of December 31, 1996,
between Columbia Sportswear Company (the "Company") and Xxx Xxxxxxxxx
("Xxxxxxxxx"), is entered into as of March 23, 1998.
RECITALS
A. Section 10 of the Agreement provides that the Company will register
certain shares of Common Stock of the Company held by Xxxxxxxxx with the
Securities and Exchange Commission in connection with an underwritten public
offering of the Company's Common Stock.
X. Xxxxxxxxx wishes to sell 1,000,000 of his shares of Company Common
Stock in connection with the Company's proposed initial public offering of
Common Stock (the "Offering"), a number of shares that exceeds the number of
shares that may be registered pursuant to Section 10 of the Agreement.
C. Certain shareholders of the Company are willing to purchase an
aggregate of 1,000,000 shares of Common Stock from Xxxxxxxxx, for a price in
excess of that which he would have received for his shares if they were sold
in the Offering, in consideration of his execution of this Amendment.
AGREEMENT
1. WAIVER AND AMENDMENT. In consideration of certain shareholders of
the Company purchasing 1,000,000 shares of Common Stock of the Company held
by Xxxxxxxxx, Xxxxxxxxx agrees to waive any and all registration rights he
may have under the Agreement in connection with the Offering. Xxxxxxxxx
agrees that, effective upon the closing of the sale of 1,000,000 of his
shares of Company Common Stock, the Agreement shall be amended to delete
Section 10 and remove all references to registration rights that may apply to
shares of Common Stock held by him.
2. TERMINATION. This Amendment shall terminate, and be of no further
force or effect, if (i) Xxxxxxxxx is unable to complete the sale of 1,000,000
shares of Common Stock within one month of the closing of the Offering
(except where such failure is the result of a breach of Santorufo's
obligations under any agreement relating to the sale of his shares) or (ii)
the Offering does not close by June 30, 1998.
3. RECAPITALIZATION AND REVERSE STOCK SPLIT. The parties acknowledge
that the share numbers set forth in this Amendment reflect the number of
shares Xxxxxxxxx will sell following implementation of a Plan of
Recapitalization and a reverse stock split described in the Company's
Registration Statement on Form S-1.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
COLUMBIA SPORTSWEAR COMPANY
XXX XXXXXXXXX By: XXXX X. XXXXX
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Xxx Xxxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President
