exv10w2




 

Form 10-Q
Page 36


Exhibit 10.2




THE TIMBERLAND COMPANY




2009 EXECUTIVE LONG TERM INCENTIVE PROGRAM




PERFORMANCE STOCK UNIT AGREEMENT




     The Timberland Company, a Delaware corporation (the “Company”), hereby grants, effective as of
<<Date of Grant>>,                                          (the “Participant”)                            
              performance stock units
(“PSUs”), which PSUs if earned pursuant to the 2009 Executive Long Term Incentive Program (the
“2009 LTIP”) will be paid in the form of shares of the Company’s Class A Common Stock on the basis
of one share for each stock unit. The PSUs are subject to the terms and conditions of the 2007
Incentive Plan, the 2009 LTIP and the additional terms and conditions delivered herewith. Such
additional terms and conditions are incorporated by reference herein and made a part hereof.



     Subject to the terms and conditions of the 2007 Incentive Plan, the 2009 LTIP and the
additional terms and conditions delivered herewith, the PSUs shall be earned as follows:



	 	 	 
	                    

	 	PSUs upon achievement of a Performance Goal (as defined in the 2009 LTIP) as
determined

                           by the Committee (as defined in the 2009 LTIP)






	 	 	 	 	 	 	 
	 	 	THE TIMBERLAND COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	     
	 
	 	 	 	 	 	 
	 	 	ACKNOWLEDGED AND RECEIVED	 	 






	 	 	 	 	 	 	 	 	 
	Date:

     

	 	     
 

	 	     
	 	     
 

Participant’s Signature
	 	     






ADDITIONAL TERMS AND CONDITIONS OF AGREEMENT ARE ATTACHED HERETO










 



 

Form 10-Q
Page 37




PERFORMANCE STOCK UNIT AGREEMENT




ADDITIONAL TERMS AND CONDITIONS




     The <<Date of Grant>> Award of Performance Stock Units (“PSUs”) is made pursuant
to the 2009 Executive Long Term Incentive Program (the “2009 LTIP”) under the Company’s 2007
Incentive Plan (the “2007 Plan” and together with the 2009 LTIP, the “Plan Documents”). The Award
is subject to the restrictions and conditions set forth below and in such Plan Documents, which are
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 Documents, except as otherwise expressly
provided.



          In consideration of the Company’s awarding PSUs, the Participant hereby agrees with the
Company as follows:




     1. The PSUs shall not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of except as provided below and in the Plan Documents. Once a stock certificate (or other
evidence of ownership) has been delivered to the Participant in payment of the PSUs pursuant to
Paragraph 2, the Participant will be free to sell the shares of Stock evidenced thereby, subject to
applicable requirements of federal and state securities laws.



     2. The performance period for determining the number of PSUs earned under the 2009 LTIP shall
commence on January 1, 2009 and end on December 31, 2011 (the “Performance Period”). Subject to
any acceleration or termination of the PSUs as set forth in the 2007 Plan, the PSUs shall be paid
in the form of Stock, to the extent the performance goals have been attained as set forth in the
2009 LTIP, provided that the Participant has been continuously employed with the Company through
the date on which an Award Payout is made.



     3. The Participant expressly acknowledges that the delivery of Stock in payment of the PSUs
will give rise to “wages” subject to withholding and agrees that his or her rights hereunder are
subject to him or her paying to the Company, by the delivery of shares of Stock acquired hereunder
(or by such other means as may be acceptable to the Administrator in its discretion), all taxes
required to be withheld in connection with such vesting.



     4. This Award of PSUs does not give the Participant any right to be retained in the employ of
the Company or any of its subsidiaries, nor any other right not expressly provided for herein or in
the Plan Documents.



     5. In order to manage and administer the plans under the Plan Documents, the Administrator
will need to process Participant’s personal data (electronically or otherwise), including but not
limited to communicating such data to the Company’s group of companies and any third party
administrator. By signing the Performance Stock Unit Agreement, the Participant acknowledges
receipt of this notification and acknowledges that he/she understands that he/she may object to
portions of the processing of his/her personal data. However, such objection may affect
participation in the 2009 LTIP and result in exclusion from participation in the 2009 LTIP.



     6. By executing the Performance Stock Unit Agreement, the Participant represents that he or
she accepts this Award of PSUs, agrees to the terms hereof, and acknowledges that he or she has
received a copy of the Plan Documents and is familiar with their terms and provisions.



     7. The Performance Stock Unit Agreement shall be governed by and construed in accordance with
the laws of the State of New Hampshire.