Exhibit 10.1
THE TIMBERLAND COMPANY
2007 INCENTIVE PLAN
1. DEFINED TERMS
Exhibit A, which is incorporated by reference, defines the terms used in
the Plan and sets forth certain operational rules related to those terms.
2. PURPOSE
The Plan has been established to advance the interests of the Company by
providing for the grant to Participants of Stock-based and other incentive
Awards.
3. ADMINISTRATION
The Administrator has discretionary authority, subject only to the express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any Award;
prescribe forms, rules and procedures; and otherwise do all things necessary to
carry out the purposes of the Plan. In the case of any Award intended to be
eligible for the performance-based compensation exception under Section 162(m),
the Administrator will exercise its discretion consistent with qualifying the
Award for that exception. Determinations of the Administrator made under the
Plan will be conclusive and will bind all parties.
4. LIMITS ON AWARDS UNDER THE PLAN
(A) NUMBER OF SHARES. Subject to Section 7(b), a maximum of 4,000,000
shares of Stock may be delivered in satisfaction of Awards under the Plan. The
number of shares of Stock delivered in satisfaction of Awards shall, for
purposes of the preceding sentence, be determined net of: (1) shares of Stock
withheld by the Company in payment of the exercise price of the Award, (2)
shares of Stock withheld in satisfaction of tax withholding requirements with
respect to the Award, (3) shares of Restricted Stock that are forfeited to the
Company, (4) shares of Stock subject to an Award, where cash is delivered to a
Participant in lieu of such shares, and (5) shares of Stock remaining under an
Award that terminates without having been exercised in full (in the case of an
Award required exercise by a Participant for delivery of shares of Stock). To
the extent consistent with the requirements of Section 422 and with other
applicable legal requirements (including applicable stock exchange
requirements), Stock issued under awards of an acquired company that are
converted, replaced, or adjusted in connection with the acquisition shall not
reduce the number of shares available for Awards under the Plan.
(B) TYPE OF SHARES. Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the
Company. No fractional shares of Stock will be delivered under the Plan.
(C) SECTION 162(M) LIMITS. The maximum number of shares of Stock for which
Stock Options may be granted to any person in any calendar year and the maximum
number of shares of Stock subject to SARs granted to any person in any calendar
year will each be
1,000,000. The maximum number of shares subject to other Awards granted to any
person in any calendar year will be 1,000,000. The maximum amount payable to any
person in any year under Cash Awards will be $6,000,000. The foregoing
provisions will be construed in a manner consistent with Section 162(m).
5. ELIGIBILITY AND PARTICIPATION
The Administrator will select Participants from among those key Employees
and directors of, and consultants and advisors to, the Company or its Affiliates
who, in the opinion of the Administrator, are in a position to make a
significant contribution to the success of the Company and its Affiliates;
provided, that, subject to such express exceptions, if any, as the Administrator
may establish, eligibility shall be further limited to those persons as to whom
the use of a Form S-8 registration Statement is permissible. Eligibility for
ISOs is limited to employees of the Company or of a "parent corporation" or
"subsidiary corporation" of the Company as those terms are defined in Section
424 of the Code.
6. RULES APPLICABLE TO AWARDS
(A) ALL AWARDS
(1) AWARD PROVISIONS. The Administrator will determine the terms of
all Awards, subject to the limitations provided herein. By accepting (or, under
such rules as the Administrator may prescribe, being deemed to have accepted) an
Award, the Participant agrees to the terms of the Award and the Plan.
Notwithstanding any provision of this Plan to the contrary, awards of an
acquired company that are converted, replaced or adjusted in connection with the
acquisition may contain terms and conditions that are inconsistent with the
terms and conditions specified herein, as determined by the Administrator.
(2) TERM OF PLAN. No Awards may be made after February 27, 2017, but
previously granted Awards may continue beyond that date in accordance with their
terms.
(3) TRANSFERABILITY. Neither ISOs nor, except as the Administrator
otherwise expressly provides in accordance with the second sentence of this
Section 6(a)(3), other Awards may be transferred other than by will or by the
laws of descent and distribution, and during a Participant's lifetime ISOs (and,
except as the Administrator otherwise expressly provides in accordance with the
second sentence of this Section 6(a)(3), other non-transferable Awards requiring
exercise) may be exercised only by the Participant. To the extent provided in
the immediately preceding sentence, the Administrator may permit Awards other
than ISOs to be transferred by gift, subject to such limitations as the
Administrator may impose.
(4) VESTING, ETC. The Administrator may determine the time or times at
which an Award will vest or become exercisable and the terms on which an Award
requiring exercise will remain exercisable. Unless the Administrator expressly
provides otherwise, an Award requiring exercise will cease to be exercisable,
and all other Awards to the extent not already fully vested will be forfeited,
immediately upon the cessation (for any reason, including but not limited to
death) of the Participant's employment or other service relationship with the
Company
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and its Affiliates. Without limiting the foregoing, the Administrator may at any
time accelerate the vesting or exercisability of an Award, regardless of any
adverse or potentially adverse tax consequences resulting from such
acceleration.
(5) TAXES. The Administrator will make such provision for the
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back shares of Stock from an Award or permit a Participant to tender
previously owned shares of Stock in satisfaction of tax withholding requirements
(but not in excess of the minimum withholding required by law).
(6) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide for the
payment of amounts in lieu of cash dividends or other cash distributions with
respect to Stock subject to an Award. Any entitlement to dividend equivalents or
similar entitlements shall be established and administered consistent either
with exemption from, or compliance with, the requirements of Section 409A to the
extent applicable.
(7) RIGHTS LIMITED. Nothing in the Plan will be construed as giving
any person the right to continued employment or service with the Company or its
Affiliates, or any rights as a stockholder except as to shares of Stock actually
issued under the Plan. The loss of existing or potential profit in Awards will
not constitute an element of damages in the event of termination of Employment
for any reason, even if the termination is in violation of an obligation of the
Company or any Affiliate to the Participant.
(8) SECTION 162(M). This Section 6(a)(8) applies to any Performance
Award intended to qualify as performance-based for the purposes of Section
162(m), other than a Stock Option or SAR. In the case of any Performance Award
to which this Section 6(a)(8) applies, the Plan and such Award will be construed
to the maximum extent permitted by law in a manner consistent with qualifying
the Award for such exception. With respect to such Performance Awards, the
Administrator will preestablish, in writing, one or more specific Performance
Criteria no later than 90 days after the commencement of the period of service
to which the performance relates (or at such earlier time as is required to
qualify the Award as performance-based under Section 162(m)). Prior to grant,
vesting or payment of the Performance Award, as the case may be, the
Administrator will certify whether the applicable Performance Criteria have been
attained and such determination will be final and conclusive. No Performance
Award to which this Section 6(a)(8) applies may be granted after the first
meeting of the stockholders of the Company held in 2012 until the listed
performance measures set forth in the definition of "Performance Criteria" (as
originally approved or as subsequently amended) have been resubmitted to and
reapproved by the stockholders of the Company in accordance with the
requirements of Section 162(m), unless such grant is made contingent upon such
approval.
(9) COORDINATION WITH OTHER PLANS. Awards under the Plan may be
granted in tandem with, or in satisfaction of or substitution for, other Awards
under the Plan or awards made under other compensatory plans or programs of the
Company or its Affiliates. For example, but without limiting the generality of
the foregoing, awards under other compensatory plans or programs of the Company
or its Affiliates may be settled in Stock (including, without
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limitation, Unrestricted Stock) if the Administrator so determines, in which
case the delivery of such Stock shall be treated as awarded under the Plan (and
shall reduce the number of shares thereafter available under the Plan in
accordance with the rules set forth in Section 4). In any case where an award is
made under another plan or program of the Company or its Affiliates and such
award is intended to qualify for the performance-based compensation exception
under Section 162(m), and such award is settled by the delivery of Stock or
another Award under the Plan, the applicable Section 162(m) limitations under
both the other plan or program and under the Plan shall be applied to the Plan
as necessary (as determined by the Administrator) to preserve the availability
of the Section 162(m) performance-based compensation exception with respect
thereto.
(10) SECTION 409A. Each Award shall contain such terms as the
Administrator determines, and shall be construed and administered, such that the
Award either (i) qualifies for an exemption from the requirements of Section
409A, or (ii) satisfies such requirements.
(11) CERTAIN REQUIREMENTS OF CORPORATE LAW. Awards shall be granted
and administered consistent with the requirements of applicable Delaware law
relating to the issuance of stock and the consideration to be received therefor,
and with the applicable requirements of the stock exchanges or other trading
systems on which the Stock is listed or entered for trading, in each case as
determined by the Administrator.
(B) AWARDS REQUIRING EXERCISE
(1) TIME AND MANNER OF EXERCISE. Unless the Administrator provides
otherwise, an Award requiring exercise by the holder will not be deemed to have
been exercised until the Administrator receives a notice of exercise (in form
acceptable to the Administrator) signed by the appropriate person and
accompanied by any payment required under the Award. If the Award is exercised
by any person other than the Participant, the Administrator may require
satisfactory evidence that the person exercising the Award has the right to do
so.
(2) EXERCISE PRICE. The exercise price (or the base value from which
appreciation is to be measured) of each Award requiring exercise shall be 100%
(in the case of an ISO granted to a ten-percent shareholder within the meaning
of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock
subject to the Award, determined as of the date of grant, or such higher amount
as the Administrator may determine in connection with the grant. No such Award,
once granted, may be repriced other than in accordance with the applicable
stockholder approval requirements of the New York Stock Exchange. Fair market
value shall be determined by the Administrator consistent with the applicable
requirements of Section 422 and Section 409A.
(3) PAYMENT OF EXERCISE PRICE. Where the exercise of an Award is to be
accompanied by payment, payment of the exercise price shall be by cash or check
acceptable to the Administrator, or, if so permitted by the Administrator and if
legally permissible, (i) through the delivery of shares of Stock that have been
outstanding for at least six months (unless the Administrator approves a shorter
period) and that have a fair market value equal to the exercise price, (ii)
through a broker-assisted exercise program acceptable to the Administrator,
(iii) by
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other means acceptable to the Administrator, or (iv) by any combination of the
foregoing permissible forms of payment. The delivery of shares in payment of the
exercise price under clause (i) above may be accomplished either by actual
delivery or by constructive delivery through attestation of ownership, subject
to such rules as the Administrator may prescribe.
(4) MAXIMUM TERM. Awards requiring exercise will have a maximum term
not to exceed ten (10) years from the date of grant.
7. EFFECT OF CERTAIN TRANSACTIONS
(A) MERGERS, ETC. Except as otherwise provided in an Award, the following
provisions shall apply in the event of a Covered Transaction:
(1) ASSUMPTION OR SUBSTITUTION. If the Covered Transaction is one in
which there is an acquiring or surviving entity, the Administrator may provide
for the assumption of some or all outstanding Awards or for the grant of new
awards in substitution therefor by the acquiror or survivor or an affiliate of
the acquiror or survivor.
(2) CASH-OUT OF AWARDS. If the Covered Transaction is one in which
holders of Stock will receive upon consummation a payment (whether cash,
non-cash or a combination of the foregoing), the Administrator may provide for
payment (a "cash-out"), with respect to some or all Awards or any portion
thereof, equal in the case of each affected Award or portion thereof to the
excess, if any, of (A) the fair market value of one share of Stock (as
determined by the Administrator in its reasonable discretion) times the number
of shares of Stock subject to the Award or such portion, over (B) the aggregate
exercise or purchase price, if any, under the Award or such portion (in the case
of an SAR, the aggregate base price above which appreciation is measured), in
each case on such payment terms (which need not be the same as the terms of
payment to holders of Stock) and other terms, and subject to such conditions, as
the Administrator determines; provided, that the Administrator shall not
exercise its discretion under this Section 7(a)(2) with respect to an Award or
portion thereof providing for "nonqualified deferred compensation" subject to
Section 409A in a manner that would constitute an extension or acceleration of,
or other change in, payment terms if such change would be inconsistent with the
requirements of Section 409A.
(3) ACCELERATION OF CERTAIN AWARDS. If the Covered Transaction
(whether or not there is an acquiring or surviving entity) is one in which there
is no assumption, substitution or cash-out, each Award requiring exercise will
become fully exercisable, and the delivery of any shares of Stock remaining
deliverable under each outstanding Award of Stock Units (including Restricted
Stock Units and Performance Awards to the extent consisting of Stock Units) will
be accelerated and such shares will be delivered, prior to the Covered
Transaction, in each case on a basis that gives the holder of the Award a
reasonable opportunity, as determined by the Administrator, following exercise
of the Award or the delivery of the shares, as the case may be, to participate
as a stockholder in the Covered Transaction; provided, that to the extent
acceleration pursuant to this Section 7(a)(3) of an Award subject to Section
409A would cause the Award to fail to satisfy the requirements of Section 409A,
the Award shall not be accelerated and the Administrator in lieu thereof shall
take such steps as are necessary to ensure that
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payment of the Award is made in a medium other than Stock and on terms that as
nearly as possible, but taking into account adjustments required or permitted by
this Section 7, mirror the prior terms of the Award.
(4) TERMINATION OF AWARDS UPON CONSUMMATION OF COVERED TRANSACTION.
Each Award will terminate upon consummation of the Covered Transaction, other
than the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii)
Awards converted pursuant to the proviso in Section 7(a)(3) above into an
ongoing right to receive payment other than Stock; and (iii) outstanding shares
of Restricted Stock (which shall be treated in the same manner as other shares
of Stock, subject to Section 7(a)(5) below).
(5) ADDITIONAL LIMITATIONS. Any share of Stock and any cash or other
property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with
respect to an Award may, in the discretion of the Administrator, contain such
restrictions, if any, as the Administrator deems appropriate to reflect any
performance or other vesting conditions to which the Award was subject and that
did not lapse (and were not satisfied) in connection with the Covered
Transaction. In the case of Restricted Stock that does not vest in connection
with the Covered Transaction, the Administrator may require that any amounts
delivered, exchanged or otherwise paid in respect of such Stock in connection
with the Covered Transaction be placed in escrow or otherwise made subject to
such restrictions as the Administrator deems appropriate to carry out the intent
of the Plan.
(B) CHANGE IN AND DISTRIBUTIONS WITH RESPECT TO STOCK
(1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock dividend,
stock split or combination of shares (including a reverse stock split),
recapitalization or other change in the Company's capital structure, the
Administrator shall make appropriate adjustments to the maximum number of shares
specified in Section 4(a) that may be delivered under the Plan and to the
maximum share limits described in Section 4(c), and shall also make appropriate
adjustments to the number and kind of shares of stock or securities subject to
Awards then outstanding or subsequently granted, any exercise prices relating to
Awards and any other provision of Awards affected by such change.
(2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in Section 7(b)(1) above to take into account
distributions to stockholders other than those provided for in Section 7(a) and
7(b)(1), or any other event, if the Administrator determines that adjustments
are appropriate to avoid distortion in the operation of the Plan and to preserve
the value of Awards made hereunder, having due regard for the qualification of
ISOs under Section 422, the requirements of Section 409A, and for the
performance-based compensation rules of Section 162(m), where applicable.
(3) CONTINUING APPLICATION OF PLAN TERMS. References in the Plan to
shares of Stock will be construed to include any stock or securities resulting
from an adjustment pursuant to this Section 7.
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8. LEGAL CONDITIONS ON DELIVERY OF STOCK
The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove any restriction from shares of Stock previously
delivered under the Plan until: (i) the Company is satisfied that all legal
matters in connection with the issuance and delivery of such shares have been
addressed and resolved; (ii) if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to be
delivered have been listed or authorized to be listed on such exchange or system
upon official notice of issuance; and (iii) all conditions of the Award have
been satisfied or waived. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
exercise of the Award, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act. The Company may
require that certificates evidencing Stock issued under the Plan bear an
appropriate legend reflecting any restriction on transfer applicable to such
Stock, and the Company may hold the certificates pending lapse of the applicable
restrictions.
9. AMENDMENT AND TERMINATION
The Administrator may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law, and
may at any time terminate the Plan as to any future grants of Awards; provided,
that except as otherwise expressly provided in the Plan the Administrator may
not, without the Participant's consent, alter the terms of an Award so as to
affect materially and adversely the Participant's rights under the Award, unless
the Administrator expressly reserved the right to do so at the time of the
Award. Any amendments to the Plan shall be conditioned upon stockholder approval
only to the extent, if any, such approval is required by law (including the Code
and applicable stock exchange requirements), as determined by the Administrator.
10. OTHER COMPENSATION ARRANGEMENTS
The existence of the Plan or the grant of any Award will not in any way
affect the Company's right to Award a person bonuses or other compensation in
addition to Awards under the Plan.
11. MISCELLANEOUS
(A) WAIVER OF JURY TRIAL. By accepting an Award under the Plan, each
Participant waives any right to a trial by jury in any action, proceeding or
counterclaim concerning any rights under the Plan and any Award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or
which in the future may be delivered in connection therewith, and agrees that
any such action, proceedings or counterclaim shall be tried before a court and
not before a jury. By accepting an Award under the Plan, each Participant
certifies that no officer, representative, or attorney of the Company has
represented, expressly or otherwise, that the Company would not, in the event of
any action, proceeding or counterclaim, seek to enforce the foregoing waivers.
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(B) LIMITATION OF LIABILITY. Notwithstanding anything to the contrary in
the Plan, neither the Company, any Affiliate, nor the Administrator, nor any
person acting on behalf of the Company, any Affiliate, or the Administrator,
shall be liable to any Participant or to the estate or beneficiary of any
Participant or to any other holder of an Award by reason of any acceleration of
income, or any additional tax, asserted by reason of the failure of an Award to
satisfy the requirements of Section 422 or Section 409A or by reason of Section
4999 of the Code; provided, that nothing in this Section 11(b) shall limit the
ability of the Administrator or the Company to provide by separate express
written agreement with a Participant for a gross-up payment or other payment in
connection with any such tax or additional tax.
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EXHIBIT A
DEFINITION OF TERMS
The following terms, when used in the Plan, will have the meanings and be
subject to the provisions set forth below:
"ADMINISTRATOR": The Compensation Committee, except that the Compensation
Committee may delegate (i) to one or more of its members such of its duties,
powers and responsibilities as it may determine; (ii) to one or more officers of
the Company the power to grant rights or options to the extent permitted by
Section 157(c) of the Delaware General Corporation Law; and (iii) to such
Employees or other persons as it determines such ministerial tasks as it deems
appropriate. In the event of any delegation described in the preceding sentence,
the term "Administrator" shall include the person or persons so delegated to the
extent of such delegation.
"AFFILIATE": Any corporation or other entity that stands in a relationship
to the Company that would result in the Company and such corporation or other
entity being treated as one employer under Section 414(b) and Section 414(c) of
the Code, except that in determining eligibility for the grant of a Stock Option
or SAR by reason of service for an Affiliate, Sections 414(b) and 414(c) of the
Code shall be applied by substituting "at least 50%" for "at least 80%" under
Section 1563(a)(1), (2) and (3) of the Code and Treas. Regs. Section 1.414(c)-2;
provided, that to the extent permitted under Section 409A, "at least 20%" shall
be used in lieu of "at least 50%"; and further provided, that the lower
ownership threshold described in this definition (50% or 20% as the case may be)
shall apply only if the same definition of affiliation is used consistently with
respect to all compensatory stock options or stock awards (whether under the
Plan or another plan). The Company may at any time by amendment provide that
different ownership thresholds (consistent with Section 409A) apply but any such
change shall not be effective for twelve (12) months.
"AWARD": Any or a combination of the following:
(i) Stock Options.
(ii) SARs.
(iii) Restricted Stock.
(iv) Unrestricted Stock.
(v) Stock Units, including Restricted Stock Units.
(vi) Performance Awards.
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(vii) Cash Awards.
(viii) Awards (other than Awards described in (i) through (vii) above)
that are convertible into or otherwise based on Stock.
"BOARD": The Board of Directors of the Company.
"CASH AWARD": An Award denominated in cash.
"CODE": The U.S. Internal Revenue Code of 1986 as from time to time amended
and in effect, or any successor statute as from time to time in effect.
"COMPENSATION COMMITTEE": The Management Development and Compensation
Committee of the Board.
"COMPANY": The Timberland Company.
"COVERED TRANSACTION": Any of (i) a consolidation, merger, or similar
transaction or series of related transactions, including a sale or other
disposition of stock, in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of the Company's
then outstanding common stock by a single person or entity or by a group of
persons and/or entities acting in concert, (ii) a sale or transfer of all or
substantially all the Company's assets, or (iii) a dissolution or liquidation of
the Company. Where a Covered Transaction involves a tender offer that is
reasonably expected to be followed by a merger described in clause (i) (as
determined by the Administrator), the Covered Transaction shall be deemed to
have occurred upon consummation of the tender offer.
"EMPLOYEE": Any person who is employed by the Company or an Affiliate.
"EMPLOYMENT": A Participant's employment or other service relationship with
the Company and its Affiliates. Employment will be deemed to continue, unless
the Administrator expressly provides otherwise, so long as the Participant is
employed by, or otherwise is providing services in a capacity described in
Section 5 to the Company or its Affiliates. If a Participant's employment or
other service relationship is with an Affiliate and that entity ceases to be an
Affiliate, the Participant's Employment will be deemed to have terminated when
the entity ceases to be an Affiliate unless the Participant transfers Employment
to the Company or its remaining Affiliates.
"ISO": A Stock Option intended to be an "incentive stock option" within the
meaning of Section 422. Each option granted pursuant to the Plan will be treated
as providing by its terms that it is to be a non-incentive stock option unless,
as of the date of grant, it is expressly designated as an ISO.
"PARTICIPANT": A person who is granted an Award under the Plan.
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"PERFORMANCE AWARD": An Award subject to Performance Criteria. The
Committee in its discretion may grant Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m)
and Performance Awards that are not intended so to qualify.
"PERFORMANCE CRITERIA": Specified criteria, other than the mere
continuation of Employment or the mere passage of time, the satisfaction of
which is a condition for the grant, exercisability, vesting or full enjoyment of
an Award. For purposes of Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion will mean an objectively determinable measure of performance relating
to any or any combination of the following (measured either absolutely or by
reference to an index or indices and determined either on a consolidated basis
or, as the context permits, on a divisional, subsidiary, line of business,
project or geographical basis or in combinations thereof): (i) sales; revenues;
assets; expenses; earnings before or after deduction for all or any portion of
interest, taxes, depreciation, or amortization, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; gross margin; inventory levels or turns; one or more
operating ratios; borrowing levels, leverage ratios or credit rating; market
share; capital expenditures; cash flow; stock price; stockholder return; sales
of particular products or services; customer acquisition or retention; or other
objective operating contributions; or (ii) acquisitions and divestitures (in
whole or in part); joint ventures and strategic alliances; spin-offs, split-ups
and the like; reorganizations; or recapitalizations, restructurings, financings
(issuance of debt or equity) or refinancings; or other transactions that involve
a change in the equity ownership of the Company. A Performance Criterion and any
targets with respect thereto determined by the Administrator need not be based
upon an increase, a positive or improved result or avoidance of loss. To the
extent consistent with the requirements for satisfying the performance-based
compensation exception under Section 162(m), the Administrator may provide in
the case of any Award intended to qualify for such exception that one or more of
the Performance Criteria applicable to such Award will be adjusted in an
objectively determinable manner to reflect events (for example, but without
limitation, acquisitions or dispositions) occurring during the performance
period that affect the applicable Performance Criterion or Criteria.
"PLAN": The Timberland Company 2007 Incentive Plan as from time to time
amended and in effect.
"RESTRICTED STOCK": Stock subject to restrictions requiring that it be
redelivered or offered for sale to the Company if specified conditions are not
satisfied.
"RESTRICTED STOCK UNIT": A Stock Unit that is, or as to which the delivery
of Stock or cash in lieu of Stock is, subject to the satisfaction of specified
performance or other vesting conditions.
"SECTION 409A": Section 409A of the Code.
"SECTION 422": Section 422 of the Code.
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"SECTION 162(M)": Section 162(m) of the Code.
"SAR": A right entitling the holder upon exercise to receive an amount
(payable in shares of Stock of equivalent value) equal to the excess of the fair
market value of the shares of Stock subject to the right over the fair market
value of such shares at the date of grant.
"STOCK": Common Stock of the Company, par value $.01 per share.
"STOCK OPTION": An option entitling the holder to acquire shares of Stock
upon payment of the exercise price.
"STOCK UNIT": An unfunded and unsecured promise, denominated in shares of
Stock, to deliver Stock or cash measured by the value of Stock in the future.
"UNRESTRICTED STOCK": Stock not subject to any restrictions under the terms
of the Award.
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