exv10w1







Form 10-Q

Page 33




Exhibit 10.1




THE TIMBERLAND COMPANY

2010 EXECUTIVE LONG TERM INCENTIVE PROGRAM




(effective 1/1/10)




 









 








Form 10-Q

Page 34




THE TIMBERLAND COMPANY

2010 EXECUTIVE LONG TERM INCENTIVE PROGRAM




      This instrument sets forth the terms of The Timberland Company 2010 Executive Long Term
Incentive Program (capitalized terms used herein are used as defined in Section 2 hereof). The
Program is established under The Timberland Company 2007 Incentive Plan, and amounts paid under the
Program are generally intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code.



      1.     Purpose. The purpose of the Program is (a) to attract, retain and motivate key employees
of outstanding ability; and (b) to provide competitive incentive pay and capital accumulation
opportunities to certain key employees in exchange for their attainment of specified Performance
Goals.



      2.     Definitions. The following terms shall have the following meanings unless the context
indicates otherwise.




	 	(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 PSOs.
	 
	 	(c)	 	“Award Payout” shall mean the number of PSUs and PSOs 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
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)	 	“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.





 









 





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	 	(j)	 	“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.
	 
	 	(k)	 	“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.
	 
	 	(l)	 	“Performance Measure” shall mean EBITDA and Revenue Growth.
	 
	 	(m)	 	“Performance Period” shall mean the PSU Performance Period or the PSO
Performance Period.
	 
	 	(n)	 	“Plan” shall mean The Timberland Company 2007 Incentive Plan.
	 
	 	(o)	 	“Program” shall mean The Timberland Company 2010 Executive Long Term
Incentive Program.
	 
	 	(p)	 	“PSO” 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.
	 
	 	(q)	 	“PSO Performance Period” shall mean the one-year period commencing
January 1, 2010, and shall be the measurement period during which the attainment
of the Performance Goal for PSOs shall be determined.
	 
	 	(r)	 	“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.
	 
	 	(s)	 	“PSU Performance Period” shall mean the three-year period commencing
January 1, 2010, and shall be the measurement period during which the attainment
of the Performance Goal for PSUs shall be determined.
	 
	 	(t)	 	“Revenue Growth” shall mean the Company’s change in annual revenue
disclosed in the Company’s Annual Report on Form 10-K during the three year period
January 1, 2010 through December 31, 2012 (restated to 2009 constant currency),
divided by 2009 annual revenue, divided by three.
	 
	 	(u)	 	“Stock” shall mean Class A Common Stock of the Company, par value
$.01 per share.





      3.     Administration. The Program shall be administered by the Committee, in accordance with the
terms of the Plan. The Committee shall have sole and complete discretion with respect to the
exercise of all permissive powers and authority granted to the administrator under the Plan;
provided, however, the Committee may not exercise its discretion to increase the amount of
incentive pay that would otherwise be due a Named Executive Officer upon attainment of a
Performance Goal. All actions, determinations, and decisions of the Committee shall be final,
conclusive, and binding on all parties.



      4.     Participation. Participants shall be as determined by the Committee at its regularly
scheduled meeting during the first quarter of the fiscal year, as reflected in the minutes of such
meeting. The Committee may delegate authority to determine certain participants, other than the
Named Executive Officers.



      5.     Awards. The type of Award and the number of Awards that can be earned under the Program
upon achievement of a Performance Goal shall be as determined by the Committee at its regularly
scheduled meeting during the first quarter of the fiscal year, as reflected in the minutes of such
meeting. The Committee shall determine the type of Award and the number of Awards for the Named
Executive Officers on an individual basis. The Committee may delegate authority to determine the
type of Award and the number of Awards for Participants other than the Named Executive Officers.
Each Award is expressed as a number of PSUs and PSOs contingent upon the achievement of certain
Performance Goals and subject to certain restrictions set forth herein or in an Award agreement.
Awards may vary according to a Participant’s salary grade or position. Awards for a Named
Executive Officer shall not be changed or modified during a Performance Period to increase the
amount of incentive pay that would otherwise become payable.



 









 





Form 10-Q

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      6.     Performance Measures and Performance Goals. The Performance Measures and Performance Goals
shall be as determined by the Committee at its regularly scheduled meeting during the first quarter
of the fiscal year, as reflected in the minutes of such meeting. Performance Goals for a Named
Executive Officer shall not be changed or modified during a Performance Period to increase the
amount of incentive pay that would otherwise become payable.



      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, 60% 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, all as established
by the Committee at its regularly scheduled meeting during the first quarter of
the fiscal year, as reflected in the minutes of such meeting. 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. For each PSU earned, as determined in accordance with Section 7, one share
of Stock shall be delivered to the Participant as soon as practicable and not later than March 31,
2013. For each PSO earned, as determined in accordance with Section 7 the Participant’s right to
exercise the option shall begin to vest as soon as practicable in accordance with Section 9 and not
later than March 31, 2011.



      9.     Vesting of PSOs. PSOs, to the extent earned, shall vest in three equal annual installments
beginning on the second anniversary of the grant date, as approved by the Committee following the
end of the PSO Performance Period. For example, for PSOs granted on March 4, 2010, and for which
the Committee approves an Award Payout, the first tranche of such PSOs would vest on March 4, 2012.



      10.     Agreements. Each award of PSUs and each grant of PSOs shall be evidenced by an Award
agreement, specifying restrictions on the transfer and vesting of such securities and including
such other terms, conditions and restrictions as the Committee shall determine.



      11.     Employment. Except as otherwise determined by the Committee, to be eligible to receive an
Award Payout, a Participant must be employed by the Company or an Affiliate on the date such Award
Payout is made, in the case of PSUs, and the date vesting commences, in the case of PSOs.
Receiving an Award or an Award Payout shall not give any Participant the right to be retained in
the employment of the Company or an Affiliate, or affect the right of the Company or an Affiliate
to discharge or discipline a Participant.



 









 





Form 10-Q

Page 37




          IN WITNESS WHEREOF, The Timberland Company has caused this document to be executed by its duly
authorized officer effective as of the 1st day of January, 2010.



	
 	 	 	 	 
	 	THE TIMBERLAND COMPANY



 	 
	 	By:  	/s/ Sidney W. Swartz
 	 
	 	 	Sidney W. Swartz 	 
	 	 	Chairman