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THE TIMBERLAND COMPANY
DEFERRED COMPENSATION PLAN,
AS AMENDED (September 23, 2004)
ARTICLE I
DEFINITIONS
1.1. DEFINITIONS. Whenever the following words and phrases are used in
this Plan, with the first letter capitalized, they shall have the meanings
specified below.
(a) "Account" or "Accounts": one or more memorandum (bookkeeping)
accounts reflecting compensation deferred under the Plan and adjustments for
notional investment experience with respect thereto.
(b) "Base Salary": a Participant's annual base salary, excluding bonuses,
commissions, incentive and all other remuneration for services rendered to
Company.
(c) "Beneficiary" or "Beneficiaries": the person or persons, including a
trustee, personal representative or other fiduciary, last designated in writing
by a Participant in accordance with procedures established by the Committee to
receive the benefits specified hereunder in the event of the Participant's
death. The Committee may require, in the case of a married Participant, the
consent of the Participant's spouse to the designation of any non-spouse
Beneficiary. No beneficiary designation shall become effective until it is filed
with the Committee. In the absence of a valid beneficiary designation, the
beneficiary of a deceased Participant shall be deemed to be the Participant's
surviving spouse or, if there is no surviving spouse, the Participant's estate.
(d) "Board": the Board of Directors of the Company.
(e) "Bonus": any annual or other bonus that is designated by the
Committee as a "Bonus" for purposes of this Plan.
(f) "Code": the Internal Revenue Code of 1986, as amended.
(g) "Commissions": remuneration in the form of commissions payable to an
Eligible Employee, subject to such limitations as the Committee may prescribe.
(h) "Committee": the individual or individuals appointed by the Board to
administer the Plan in accordance with Article VII.
(i) "Company": The Timberland Company.
(j) "Company Account": any Account other than a Deferral Account.
(k) "Compensation": Base Salary, Bonuses, Commissions, or any combination
of the foregoing, in each case determined prior to deferrals under this Plan or
otherwise.
(l) "Deferral Account": an Account reflecting deferrals by a Participant
of his or her Compensation and adjustments for notional investment experience
with respect thereto.
(m) "Disability": long-term or permanent disability as determined by the
Committee.
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(n) "Distributable Amount": the vested balance in a Participant's Account
or Accounts.
(o) "Early Distribution": a distribution pursuant to an election under
Section 6.2.
(p) "Effective Date": January 1, 2001; provided, that the Plan may be
implemented during the 30-day period prior to January 1, 2001 to effectuate
elections during the Initial Election Period.
(q) "Eligible Employee": Any individual employed by the Company or a
participating subsidiary of the Company who is selected by the Committee to be
eligible to participate in the Plan. The Committee may require, as a condition
to eligibility under the Plan, that an employee complete such enrollment
information, including without limitation insurance forms for insurance on the
employee's life to be owned by the Company, as the Committee may determine.
(r) "Fund" or "Funds": one or more of the investment funds selected by
the Committee pursuant to Section 3.2(b) to measure notional investment returns
under the Plan. The Committee may at any time and from time to time add or
subtract Funds.
(s) "Hardship": a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident, loss of property, or other
similar or extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined by the
Committee.
(t) "Initial Election Period": the 30-day period prior to the Effective
Date of the Plan, or the 30-day period following the time an employee shall be
designated by the Committee as an Eligible Employee.
(u) "Participant": an Eligible Employee who is participating in the Plan.
(v) "Payment Date": the date specified in accordance with the Plan for
the payment or commencement of payment of a Participant's Account.
(w) "Plan": The Timberland Company Deferred Compensation Plan set forth
herein and as from time to time amended.
(x) "Plan Year": the calendar year.
(aa) "Scheduled Withdrawal Date": A Payment Date elected by a Participant
for an in-service withdrawal of amounts attributable to a given Plan Year's
deferral.
(bb) "Trust": the so-called "rabbi trust" maintained in connection with
the Plan.
(cc) "Trustee": the trustee of the Trust.
ARTICLE II
PARTICIPATION
Each Eligible Employee who elects a deferral pursuant to Article III, and
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each other Eligible Employee for whom an Account is maintained under the Plan,
shall be a Participant. An individual shall not cease to be a Participant until
his or her Accounts have been distributed or withdrawn in full, but no
Participant who is not an Eligible Employee shall be entitled to defer
additional amounts of Compensation under the Plan.
ARTICLE III
DEFERRAL ELECTIONS
3.1. ELECTIONS TO DEFER COMPENSATION.
(a) ELECTION UPON FIRST ELIGIBILITY. Upon first becoming an Eligible
Employee, an individual may make an initial election to defer Compensation
remaining to be earned during such Plan Year by filing with the Committee an
election not later than the last day of the Initial Election Period.
(b) GENERAL RULE. Once an individual has become an Eligible Employee, he
or she may elect to defer Compensation to be earned in any subsequent Plan Year
by filing with the Committee an election not later than 15 days prior to the
beginning of such subsequent Plan Year. For the avoidance of doubt, except as
otherwise determined by the Committee any election to defer a Bonus pursuant to
this Section 3.1(b) must be made prior to the beginning of the Plan Year or
other period to which the Bonus relates. Also, an election to defer any
Compensation under this Section 3.1(b) shall be expressed either as a percentage
of the Compensation or as a dollar amount. An election under this Section 3.1(b)
shall not be given effect to the extent it (together with other deferrals by the
Participant) would reduce the amount otherwise payable on a current basis to the
Participant below the amount needed to satisfy FICA (including Medicare), income
taxes and employee benefit plan withholding requirements. If an Eligible
Employee elects a deferral under this Section 3.1(b) for any Plan Year, the
minimum deferral amount shall be $5,000 or, if less, the maximum amount of
Compensation available for deferral.
(c) DURATION OF COMPENSATION DEFERRAL ELECTION. An election under this
Section 3.1 shall be in effect only with respect to the applicable Plan Year as
specified by the Participant under Section 3.1(b) above. Elections shall not
automatically continue for subsequent periods.
(d) FORM OF ELECTION. Any deferral election under this Article III shall
be made on a form prescribed by or acceptable to the Committee.
3.2. NOTIONAL OR HYPOTHETICAL INVESTMENT ELECTIONS.
(a) Each Participant shall designate, in such manner as the Committee may
determine, the Funds in which his or her Accounts are to be deemed invested for
purposes of measuring the notional (hypothetical) investment return on such
Accounts. In designating one or more Funds pursuant to this Section 3.2, the
Participant may allocate the notional investment of his or her Accounts in whole
percentage increments, subject to such other or additional allocation methods as
may be determined by the Committee. A Participant may reallocate his or her
Accounts among the notional investment alternatives represented by available
Funds, effective as of the end of any calendar month, by filing an election, on
a form prescribed by or acceptable to the Committee, at least 5 business days
prior to the end of such month. If a Participant fails to allocate any portion
of his or her Accounts, he or she shall be deemed to have designated as the
measure of notional investment return for such portion (i) if the Committee has
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selected a money market Fund, such Fund, or (ii) if the Committee has not
selected a money-market Fund, a hypothetical savings account bearing a market
rate of interest, as determined by the Committee.
(b) The Committee shall establish such reasonable rules as it deems
appropriate to adjust Accounts for notional investment experience.
ARTICLE IV
DEFERRAL ACCOUNTS AND TRUST FUNDING
4.1. DEFERRAL ACCOUNTS.
The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan and shall establish and maintain such subaccounts as
it deems necessary or appropriate to track the notional investment selections or
other elections applicable to the Deferral Account. A Participant's Deferral
Account shall be credited as follows:
(a) As soon as practicable after amounts are withheld and deferred from a
Participant's Compensation pursuant to an election under Section 3.1, the
Committee shall credit the Participant's Deferral Account with an amount equal
to Compensation deferred by the Participant and shall allocate such amount among
the notional investment selections made by the Participant pursuant to Section
3.2(a). A credit made within five business days following the date of a
Participant's deferral shall automatically be deemed to satisfy the "as soon as
practicable" standard of the preceding sentence.
(b) Each Deferral Account shall periodically be adjusted to reflect
notional investment experience in accordance with Section 3.2(b).
(c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and notional investment experience with respect thereto.
4.2. COMPANY ACCOUNT.
If the Company has determined to credit additional amounts (that is,
amounts other than Participant deferrals and notional investment experience with
respect thereto) under the Plan, the Committee shall establish and maintain a
Company Account for each affected Participant and shall establish and maintain
such subaccounts as it deems necessary or appropriate to track the notional
investment selections or other elections applicable to the Company Account. A
Participant's Company Account shall be credited as follows:
(a) On the date specified by the Committee in accordance with any
decision by the Company to credit additional amounts under this Section 4.2, the
Committee shall credit each affected Participant's Company Account with an
amount specified for such Participant and shall allocate such amount among the
notional investment selections made by the Participant pursuant to Section
3.2(a).
(b) Each Deferral Account shall periodically be adjusted to reflect
notional investment experience in accordance with Section 3.2(b).
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(c) TRUST FUNDING. The Company has created a Trust to assist in the
payments of benefits under the Plan and shall from time to time contribute such
amounts to the Trust as it deems necessary or appropriate. The Trust is intended
to constitute a so-called "rabbi trust" and is intended not to constitute a
"funding" of the Plan for tax purposes or for purposes of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
ARTICLE V
VESTING
A Participant shall be 100% vested in his or her Deferral Account. The
Company may establish a vesting schedule (which may differ from Participant to
Participant) with respect to any Company Account.
ARTICLE VI
DISTRIBUTIONS
6.1. IN GENERAL.
(a) DISTRIBUTION WITHOUT SCHEDULED WITHDRAWAL DATE. In the case of a
Participant whose employment with the Company terminates, the Distributable
Amount shall be paid to the Participant (and after his or her death to his or
her Beneficiary) in substantially equal annual installments over ten (10) years
commencing on the Participant's Payment Date. An optional form of benefit may be
elected by the Participant, on the form prescribed by or acceptable to the
Committee, in connection with the Participant's initial deferral under the Plan
(or, in the case of any Participant for whom only a Company Account is
maintained, at such other time as the Committee may prescribe) from among the
following:
(1) a lump sum distribution beginning on the Participant's Payment
Date; or
(2) substantially equal annual installments over five (5) years
beginning on the Participant's Payment Date; or
(3) substantially equal annual installments over fifteen (15) years
beginning on the Participant's Payment Date.
A Participant may modify the form of benefit that he or she has
previously elected, provided such modification occurs at least one (1) year
before the Participant's employment with the Company terminates.
The Participant's Accounts shall continue to be adjusted for notional
investment experience until all amounts credited to the Accounts have been
distributed.
(b) DISTRIBUTION WITH SCHEDULED WITHDRAWAL DATE. In the case of a
Participant who has elected a Scheduled Withdrawal Date with respect to any
portion of his or her Accounts, the Participant shall receive the Distributable
Amount fraction of such portion of such Account commencing at or as soon as
practicable after the Scheduled Withdrawal Date, payable (as the Participant
elects) either in a lump sum or in annual installments over a period of two to
five years. The Scheduled Withdrawal Date for deferrals from, or additional
Company credits for, a given Plan Year can be no earlier than two years from the
last day of such Plan Year. A Participant may extend the Scheduled Withdrawal
Date for any Plan Year, provided such extension occurs at least one year before
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the Scheduled Withdrawal Date and is for a period of not less than two years
from the Scheduled Withdrawal Date. The Participant shall have the right to
twice modify any Scheduled Withdrawal Date. In the event a Participant's
employment with Company terminates prior to a Scheduled Withdrawal Date, other
than by reason of death, the vested portion of the Participant's Account
scheduled to be distributed at or as soon as practicable after such Scheduled
Withdrawal Date shall be forthwith distributed in the form elected by the
Participant.
(c) DISTRIBUTION UPON DEATH. In the case of a Participant who dies while
employed by the Company, the Participant's Account will be paid in a single lump
sum to the Participant's Beneficiary and, in addition, if at the time of the
Participant's death the Company held insurance under the Plan on the life of the
Participant in an amount and subject to such additional conditions as the
Committee may determine, the Company shall pay to the Beneficiary a supplemental
death benefit equal to $100,000.
(d) POST-TERMINATION DEATH BENEFIT. In the event a Participant dies after
his or her employment has terminated and for whom there still remains an
undistributed vested balance in the Plan, the remaining vested balance shall,
except as otherwise determined by the Committee, be paid in a single lump sum to
the Participant's Beneficiary.
6.2. EARLY NON-SCHEDULED DISTRIBUTIONS. A Participant shall be permitted
to elect an Early Distribution from his or her Account prior to the Payment
Date, subject to the following restrictions:
(a) The election to take an Early Distribution shall be made by filing a
form prescribed by or acceptable to the Committee prior to the end of any
calendar month.
(b) The amount of the Early Distribution shall equal up to 90% of the
Participant's vested Account balance.
(c) The amount described in subsection (b) above shall be paid in a
single cash lump sum as soon as practicable after the end of the calendar month
in which the Early Distribution election is made.
(d) If a Participant requests an Early Distribution of his or her entire
vested Account, the remaining balance of his or her Account (10% of the Account)
shall be permanently forfeited and the Company shall have no obligation to the
Participant or his Beneficiary with respect to such forfeited amount. If a
Participant receives an Early Distribution of less than his or her entire vested
Account, such Participant shall forfeit 10% of the gross amount to be
distributed from the Participant's Account and the Company shall have no
obligation to the Participant or his or her Beneficiary with respect to such
forfeited amount.
(e) If a Participant receives an Early Distribution of either all or a
part of his or her Account, the Participant will be ineligible to participate in
the Plan for the balance of the Plan Year and the following Plan Year. All
distributions shall be made on a pro rata basis from among a Participant's
Accounts.
6.3. HARDSHIP DISTRIBUTION.
A Participant shall be permitted to elect a distribution on account of
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Hardship from his or her vested Accounts prior to the Payment Date, subject to
the following restrictions:
(a) The election to take a Hardship distribution shall be made by filing
a form prescribed by or acceptable to Committee prior to the end of any calendar
month.
(b) The Committee shall have made a determination that the requested
distribution is on account of a Hardship.
(c) The amount determined by the Committee as a Hardship distribution
shall be paid in a single cash lump sum as soon as practicable after the end of
the calendar month in which the Hardship distribution election is approved by
the Committee.
(d) If a Participant receives a Hardship distribution, the Participant
will be ineligible to participate in the Plan for the balance of the Plan Year
and the following Plan Year. Whether or not the Participant receives a Hardship
distribution under the Plan, if he or she takes a hardship distribution under
any 401(k) plan of the Company or its subsidiaries, he or she shall be
ineligible to participate in this Plan for the twelve month period beginning
with such hardship distribution.
6.4. INABILITY TO LOCATE PARTICIPANT.
In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant's Deferral Account shall be forfeited. If, after
such forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings.
ARTICLE VII
ADMINISTRATION
7.1. COMMITTEE. The Committee shall be appointed by, and serve at the
pleasure of, the Board. The number of members comprising the Committee shall be
determined by the Board, which may from time to time vary the number of members.
A member of the Committee may resign by delivering a written notice of
resignation to the Board. The Board may remove any member at any time, with or
without prior notice.
7.2. COMMITTEE ACTION. The Committee shall establish such rules and
procedures, and delegate such ministerial responsibilities, as it deems
appropriate for carrying out its functions under the Plan. No member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant.
7.3. POWERS AND DUTIES OF THE COMMITTEE.
(a) The Committee shall have complete discretion, consistent with the
express provisions of the Plan, to determine eligibility for participation in
and eligibility for, and the amount of, any distribution or withdrawal under the
Plan, and generally to administer and construe the Plan and determine all
matters that may arise under the Plan. The Committee's powers include, but are
not limited to, the following:
(1) To select the Funds and change such selection from time to time;
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(2) To construe and interpret the terms and provisions of this Plan;
(3) To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;
(4) To maintain all records that may be necessary for the
administration of the Plan;
(5) To provide for the disclosure of all information and the filing
or provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;
(6) To make and publish such rules for the regulation of the Plan
and procedures for the administration of the Plan as are not inconsistent with
the terms hereof;
(7) To delegate to others such responsibilities, powers and duties
in connection with the administration of the Plan as the Committee deems
appropriate; and
(8) To take all actions necessary for the administration of the Plan
or the Trust.
7.4. CONSTRUCTION AND INTERPRETATION. The Committee's interpretation of
the Plan (including any forms or elections under the Plan), whether in general
or as applied to particular Participants or Beneficiaries, shall be final and
binding on all parties.
7.5. INFORMATION. To enable the Committee to perform its functions, the
Company shall supply such information to the Committee as the Committee may
reasonably request.
7.6. COMPENSATION, EXPENSES AND INDEMNITY.
(a) The members of the Committee shall serve without compensation for
their services hereunder.
(b) The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.
(c) To the extent permitted by applicable state law, the Company shall
indemnify and hold harmless the Committee and each member thereof, the Board and
any delegate of the Committee who is an employee of the Company against any and
all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims arising out of their discharge in good faith of
responsibilities under or incident to the Plan, other than expenses and
liabilities arising out of willful misconduct. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement or otherwise, as
such indemnities are permitted under state law.
7.7. STATEMENTS. The Committee shall cause periodic statements to be
provided (with such frequency as the Committee determines) to Participants and
Beneficiaries setting forth their Account balances and such other information as
the Committee deems pertinent.
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7.8. DISPUTES. The Committee shall establish a claims and review
procedure consistent with Section 503 of ERISA and shall communicate the
procedure to Participants. The procedure established by the Committee shall
control all proceedings that may arise with respect to disputes under the Plan.
ARTICLE VIII
MISCELLANEOUS
8.1. UNSECURED GENERAL CREDITOR.
Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of the Company. No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Plan. Any and all of the Company's assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and ERISA.
8.2. RESTRICTION AGAINST ASSIGNMENT.
The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.
8.3. WITHHOLDING.
There shall be deducted from each payment made under the Plan or any
other Compensation payable to the Participant (or Beneficiary) all taxes which
are required to be withheld by the Company in respect to such payment or this
Plan. The Company shall have the right to reduce any payment (or compensation)
by the amount of cash sufficient to provide the amount of said taxes.
8.4. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.
The Compensation Committee of the Board may amend, modify, suspend or
terminate the Plan in whole or in part, except that no amendment, modification,
suspension or termination shall have any retroactive effect to reduce any
amounts allocated to a Participant's Accounts. In the event that this Plan is
terminated, the amounts allocated to a Participant's Accounts shall be
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distributed to the Participant or, in the event of his or her death, his or her
Beneficiary in a lump sum within thirty (30) days following the date of
termination.
8.5. GOVERNING LAW.
This Plan shall be construed, governed and administered in accordance
with the laws of New Hampshire except to the extent the same is preempted by
ERISA.
8.6. RECEIPT OR RELEASE.
Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan, the Committee or the Company.
The Committee may require a Participant or Beneficiary, as a condition precedent
to any payment, to execute a receipt and release to such effect.
8.7. PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY.
In the event that any amount becomes payable under the Plan to a person
who, in the sole judgment of the Committee, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.
8.8. LIMITATION OF RIGHTS AND EMPLOYMENT RELATIONSHIP.
Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant, or Beneficiary or
other person any legal or equitable right against the Company or the trustee of
the Trust except as provided in the Plan and Trust; and in no event shall the
terms of employment of any Employee or Participant be modified or in any way be
affected by the provisions of the Plan and Trust.
8.9. HEADINGS.
Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.