exv10w6




 

Form 10-Q
Page 47


Exhibit 10.6




THE TIMBERLAND COMPANY

2007 INCENTIVE PLAN




Restricted Stock Award Agreement




          The Timberland Company (the “Company”) hereby awards, effective as of <<Date>> to
<<Employee Name>> (the “Executive”) <<Share Amount>>            shares of Restricted
Stock of the Company’s Class A Common Stock (the “Stock”). This Award of Restricted Stock is made
under The Timberland Company 2007 Executive Long Term Incentive Program (“2007 LTIP”), which was
established under and pursuant to The Timberland Company 2007 Incentive Plan (the “2007 Plan”) (the
“2007 LTIP” and “2007 Plan”, collectively hereafter referred to as the “Plan”), and is subject to
the restrictions and conditions set forth below and in the Plan, which is incorporated herein by
reference with the same effect as if set forth herein in full. All terms used herein shall have
the same meaning as in the Plan, except as otherwise expressly provided. The term “vest” as used
herein means the lapsing of the restrictions described herein and in the Plan with respect to one
or more shares of Restricted Stock. The Company’s Management Development and Compensation
Committee of the Board of Directors approved this Award of Restricted Stock on
<<Date>>.




     In consideration of the Company’s accepting this Restricted Stock Award Agreement and
transferring to the Executive the shares of Stock provided for herein, the Executive hereby agrees
with the Company as follows:



     1. The shares of Stock acquired by the Executive pursuant to this Restricted Stock Award
Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of
except as provided below and in the Plan. The Executive understands that once a certificate has
been delivered to the Executive in respect of shares of Stock acquired hereunder which have vested
pursuant to Paragraph 2, the Executive will be free to sell the shares of Stock evidenced by such
certificate, subject to applicable requirements of federal and state securities laws.



     2. The shares acquired hereunder shall vest in accordance with the provisions of this
Paragraph 2 and the applicable provisions of the Plan. Restricted Stock shall vest <<Vesting
Terms>>, provided that the Executive shall vest in the shares only if he continues to be
employed (without any break in employment) by the Company or its subsidiaries on the vesting dates.
Notwithstanding the foregoing, the Executive (A) shall fully vest in the shares on the date (i)
the Executive terminates his employment for Disability or (ii) the Executive’s employment
terminates by reason of death and (B) shall partially vest in the shares on the date (i) the
Executive’s employment is terminated by the Company without Cause or (ii) the Executive voluntarily
terminates his employment for Good Reason; such partial vesting shall be determined by multiplying
the number of unvested shares on the date employment terminates by a fraction the numerator of
which is the number of full months the Executive was employed after the effective date of this
Restricted Stock Award Agreement (or the number of full months the Executive was employed after the
vesting that occurs on <<Vesting Date(s)>>) and the denominator of which is
<<Vesting Terms>> (or <<Vesting Terms>> if the date employment terminates
is after the vesting that occurs on <<Vesting Date(s)>>). In the event the Company
terminates the Executive’s employment for Cause or the Executive voluntarily terminates employment
with the Company and its subsidiaries without Good Reason, any shares of Stock acquired hereunder
which are not vested shall be immediately forfeited to the Company without compensation to the
Executive for such forfeited Stock.




	 	 	3.   For purposes of this Agreement:










 



 

Form 10-Q
Page 48








	 	(a)	 	“Cause” shall mean (i) the willful and continued failure of the
Executive to substantially perform his duties with the Company (other than any
such failure resulting from incapacity due to physical or mental illness),
after a written specific demand by the Company’s Board of Directors for
substantial performance is delivered to the Executive, (ii) fraud or dishonesty
by the Executive with respect to the Company, or (iii) the Executive’s
conviction of, or plea of nolo contendre to, any non-vehicular felony. The
Company may treat a termination of the Executive’s employment as termination
for Cause only after (A) giving the Executive written notice of the intention
to terminate for Cause and of his right to a hearing in front of the Board of
Directors of the Company and (B) conducting such hearing at least ten (10) days
after such notice at which the Executive may be represented by counsel.
	 
	 	(b)	 	“Disability” shall mean eligibility by the Executive for
benefits under the Company’s Long Term Disability Plan.
	 
	 	(c)	 	“Good Reason” shall mean resignation or other voluntary
termination of employment by the Executive within the <<___>>
days following (i) a permanent material reduction of the Executive’s duties and
responsibilities or a permanent change in the Executive’s duties and
responsibilities such that the Executive’s duties and responsibilities are
materially inconsistent with the type of duties and responsibilities of the
Executive in effect immediately prior to such reduction or change, (ii) a
material reduction in the Executive’s compensation or Executive benefits if
such reduction results in the Executive’s receiving compensation and benefits
which are, in the aggregate, less than the compensation and benefits then
currently received by the Executive (other than reductions of compensation or
benefits applicable to management executives of the Company in general), or
(iii) relocation of the Executive’s principal place of work without his consent
to a location more than <<___>> miles from its current location, or
(iv) the imposition, without the Executive’s consent, of a significant increase
in the travel requirements that cause the Executive to be away from his
principal place of work for a significantly greater period of time than prior
to such increase.




4. The Executive hereby (i) acknowledges that the shares of Stock issued to the Executive under
this Award of Restricted Stock may be held in book entry form on the books of Computershare (or
another institution specified by the Company), and irrevocably authorizes the Company to take such
actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any
such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a
precondition to the issuance of any certificate or certificates with respect to unvested shares of
Stock hereunder, one or more stock powers, endorsed in blank, with respect to such shares, and
(iii) agrees to sign such other powers and take such other actions as the Company may reasonably
request to accomplish the transfer or forfeiture of any unvested shares of Stock that are forfeited
hereunder. If unvested shares are held in book entry form, the Executive agrees that the Company
may give stop transfer instructions to the depository to ensure compliance with the provisions
hereof. If certificates for the shares awarded hereunder are issued, the certificates for any
unvested shares shall be held by the Company with blank stock powers to be used in the event of
forfeiture.




     5. Any certificates representing unvested shares shall be held by the Company and any such
certificate (and, to the extent determined by the Company, any other evidence of ownership of
unvested shares) shall contain the following legend:









 



 

Form 10-Q
Page 49



THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE TIMBERLAND COMPANY 2007 INCENTIVE PLAN, THE TIMBERLAND
COMPANY 2007 EXECUTIVE LONG TERM INCENTIVE PROGRAM, AND A RESTRICTED STOCK AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE TIMBERLAND COMPANY.
COPIES OF SUCH PLANS AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE TIMBERLAND
COMPANY.



     6. The Executive shall be entitled to any and all dividends or other distributions paid with
respect to all shares of Restricted Stock acquired hereunder which have not been forfeited or
otherwise disposed of and shall be entitled to vote any such shares; provided, however, that any
property (other than cash) distributed with respect to a share of Restricted Stock (the “associated
share”) acquired hereunder, including without limitation, a distribution of Stock by reason of a
stock dividend, stock split or otherwise, or a distribution of other securities with respect to an
associated share, shall be subject to the restrictions of this Restricted Stock Award Agreement in
the same manner and for so long as the associated share remains subject to such restrictions, and
shall be promptly forfeited to the Company if and when the associated share is so forfeited.



     7. The Executive expressly acknowledges that the Award or vesting of the shares of Restricted
Stock acquired hereunder will give rise to “wages” subject to withholding except to the extent that
the Executive has made an Internal Revenue Code Section 83(b) election within thirty (30) days of
the date of this award. The Executive expressly acknowledges and agrees that his rights hereunder
are subject to his paying to the Company in cash (or by such other means as may be acceptable to
the Company in its discretion, including, if the Committee so determines, by the delivery of
previously acquired Stock or shares of Stock acquired hereunder) all taxes required to be withheld
in connection with such Award or vesting.



     8. By executing this Restricted Stock Award Agreement, the Executive represents that he
accepts this Award of Restricted Stock, agrees to the terms hereof, and acknowledges that he has
received a copy of the Plan and is familiar with the terms and provisions of the Plan.



     9. The Company represents that this Restricted Stock Award Agreement and the shares have been
duly authorized by the Company and the shares are validly issued, fully paid and nonassessable.
The Company also represents that the shares and the 2007 Plan have been registered with the
Securities and Exchange Commission under a valid Form S-8.



	 	 	 	 	 	 	 
	 	 	THE TIMBERLAND COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     
 

	 	     
	 
	 	 	 	 	 	 
	 	 	ACCEPTED AND AGREED:	 	 






	 	 	 	 	 	 	 	 	 
	Date: