Exhibit 10.1
 THE TIMBERLAND COMPANY
2009 EXECUTIVE LONG TERM INCENTIVE PROGRAM   (effective 1/1/09)




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THE TIMBERLAND COMPANY
2009 EXECUTIVE LONG TERM INCENTIVE PROGRAM
  1. Purpose
 2. Definitions
 (a)
    
    Affiliate shall mean 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 other similar equity award 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. § 1.414(c)-2; provided,
that to the extent permitted under Section 409A of the Code, 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 of the Code) apply
but any such change shall not be effective for twelve (12) months.(b)
    
    Award shall mean an opportunity to earn, based on performance,
incentive pay in the form of PSUs and PVSOs.(c)
    
    Award Payout shall mean the number of PSUs and PVSOs earned by
a Participant as determined by the Committee.(d)
    
    Board shall mean the Board of Directors of The Timberland Company.(e)
    
    Code shall mean the Internal Revenue Code of 1986, as from time
to time amended.(f)
    
    Committee shall mean the Management Development and
Compensation Committee of the Board.(g)
    
    Company shall mean The Timberland Company.(h)
    
    EBITDA shall mean earnings before taxes, plus depreciation,
amortization, and interest expense, less interest income, adjusted to exclude
the following items: losses from discontinued operations, the cumulative effect
of changes in Generally Accepted Accounting Principles, any one-time charge or
dilution resulting from any acquisition or divestiture, extraordinary items of
loss or expense, and any other unusual or nonrecurring items of loss or expense




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including restructuring charges. Any such adjustment shall be made only to the
extent the item is separately identified on the Consolidated Statement of
Income in the Companys Annual Report on Form 10-K; the Notes to the
Consolidated Financial Statements; or in the Management Discussion & Analysis
section of the Companys Annual Report on Form 10-K and is objectively
quantifiable in the Companys accounting records as reviewed by the Companys
independent auditors. The Committee may exercise discretion to include all or
part of an item of loss or expense.(i)
    
    Participant shall mean an employee of the Company or an
Affiliate who is designated by the Committee or a designee of the Committee to
receive an Award.(j)
    
    Performance Goal shall mean the threshold, budget, target or
maximum level of performance that must be attained to earn a specified level of
incentive pay.(k)
    
    Performance Measure shall mean EBITDA.(l)
    
    Performance Period shall mean the PSU Performance Period or the
PVSO Performance Period.(m)
    
    Plan shall mean The Timberland Company 2007 Incentive Plan.(n)
    
    Program shall mean The Timberland Company 2009 Executive Long
Term Incentive Program.(o)
    
    PSU shall mean an unfunded and unsecured promise to deliver one
share of Stock, subject to the conditions and restrictions described herein or
in an Award agreement.(p)
    
    PSU Performance Period shall mean the three-year period
commencing January 1, 2009, and shall be the measurement period during which the
attainment of the Performance Goal for PSUs shall be determined.(q)
    
    PVSO shall mean an option entitling the holder to acquire
shares of Stock upon payment of the applicable exercise price, subject to the
conditions and restrictions described herein or in an Award agreement.(r)
    
    PVSO Performance Period shall mean the one-year period
commencing January 1, 2009, and shall be the measurement period during which the
attainment of the Performance Goal for PVSOs shall be determined.(s)
    
    Named Executive Officer shall mean the Chief Executive Officer,
the Chief Financial Officer and the next three highest paid officers of the
Company on the last day of the taxable year, for purposes of the executive
compensation disclosure rules under the Securities Exchange Act of 1934.(t)
    
    Stock shall mean Class A Common Stock of the Company, par
value $.01 per share.
 3. Administration




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4. Participation
 5. Awards
 6. Performance Measures and Performance Goals
 7. Award Payout Calculation and Approval
 (a)
    
    Award Payouts shall be based on the degree to which a Performance
Goal is attained, with nothing payable upon attainment of the threshold-level
Performance Goal, 50% of the target-level Award payable upon attainment of the
budget-level Performance Goal, 100% of the target-level Award payable upon
attainment of the target-level Performance Goal and 200% of the target-level
Award payable upon attainment of the maximum-level Performance Goal. No Award
Payouts shall be made unless the threshold-level Performance Goal is surpassed.
Award Payouts shall be increased proportionately on a straight-line basis to the
extent the threshold, budget or target Performance Goals are surpassed. In no
event shall an Award Payout exceed the maximum-level Award.(b)
    
    The Companys independent public accountants shall audit the
Companys Award Payout calculations following the close of the Performance
Period.(c)
    
    The Committee shall approve or disapprove the Award Payouts for
all Participants following completion of the independent audit. The Committee
may reduce a Participants Award Payout (or the Award Payouts to all or some
Participants) if such modification would better serve the purpose of the Plan.
 8. Award Payment
 Vesting of PVSOs
 10. Agreements
 11 Employment




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st
 THE TIMBERLAND COMPANYBy:
    /s/ Sidney W. SwartzSidney W. SwartzChairman