Exhibit
10.1


 


THE TIMBERLAND COMPANY

2005 LONG TERM INCENTIVE PROGRAM

FOR KENNETH P. PUCKER


 


(effective
1/1/05)


 





















 


THE TIMBERLAND COMPANY


2005 LONG TERM INCENTIVE PROGRAM


FOR KENNETH P. PUCKER


 


This
instrument sets forth the terms of The Timberland Company 2005 Long Term
Incentive Program for Kenneth P. Pucker. 
The Program is established under The Timberland Company 1997 Incentive
Plan, and amounts paid under the Program are intended to qualify as
performance-based compensation under Section 162(m) of the Internal
Revenue Code.


 


1.                                      Purpose.  The
purpose of the Program is to provide competitive incentive pay and capital
accumulation opportunities to the Company’s Executive Vice President and Chief
Operating Officer under the terms and conditions set forth in the Program
instrument.  The purpose of this Award is
to provide such officer with a cash bonus Award in exchange for his attainment
of a specified Performance Goal, continued employment through March 31,
2007, and agreement not to compete for a one-year period following his
termination of employment.  The Award is
for a one-year Award Period, and the amount of such Award (set forth in Schedule A)
equals the amount by which the cash bonus award the Committee intended to
provide the officer at its meeting on March 2, 2004, for a three-year
award period, was reduced by operation of the maximum limit set forth in the
Plan on cash bonus awards with performance periods longer than one year.


 


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


 


(a)                                     “Affiliate” shall mean any corporation or
other entity owning, directly or indirectly, 50% or more of the outstanding
Stock of the Company, or in which the Company or any such corporation or other
entity owns, directly or indirectly, 50% or more of the outstanding capital
stock (determined by aggregate voting rights) or other voting interests.


 


(b)                                    “Award” shall mean an opportunity to earn
incentive pay, in the form of a cash bonus based on performance, as described
in Section 5.


 


(c)                                     “Award Period” shall mean the one-year period
commencing January 1, 2005, and shall be the measurement period during
which Goal attainment is determined.


 


(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.


 


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(h)                                    “Participant” shall mean Kenneth P. Pucker.


 


(i)                                        “Performance Goal” or “Goal” shall mean the
financial objective that must be met to earn incentive pay.


 


(j)                                        “Performance Measure” shall mean compound
annual growth in earnings per share (“EPS”).


 


(k)                                     “Plan” shall mean The Timberland Company 1997
Incentive Plan, as amended.


 


(l)                                        “Program” shall mean The Timberland Company
2005 Long Term Incentive Program for Kenneth P. Pucker.


 


(m)                                  “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 be otherwise due the Participant upon attainment of
the Performance Goal.  All actions,
determinations, and decisions of the Committee shall be final, conclusive, and
binding on all parties.


 


4.                                      Participation.  The
Participant was designated by the Committee at its meeting on December 1,
2004, to participate during a one-year Award Period.


 


5.                                      Award.  The
Award was established by the Committee at its meeting on March 2, 2005,
and was expressed as an opportunity to receive a cash bonus.  The Award is based on the attainment of a
specific Performance Goal described in Section 6.  The Award shall not be changed or modified
during the Award Period to increase the amount of incentive pay that would
otherwise become payable.  (Schedule A
attached shows the Award and Award Period.)


 


6.                                      Performance Measure and
Goal.                The
Performance Measure and Goal were established by the Committee at its meeting
on March 2, 2005.  The Performance
Goal shall not be changed or modified during the Award Period to increase the
amount of incentive pay that would otherwise become payable.  (Schedule B attached sets forth
the Performance Measure and Goal for the Award Period.)


 


7.                                      Award Payout Calculation.


 


(a)                                   Award payout shall be conditioned on
attainment of the Performance Goal.  No
payout shall be made unless the Goal is attained, and the payout shall not be
increased to the extent the Goal is surpassed.


 


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(b)                                    The Company’s independent public accountants
shall audit the Company’s Award calculations following the close of the Award
Period.


 


(c)                                     The Committee shall promptly approve or
disapprove the Award payout following completion of the independent audit.  The Committee may exercise “negative
discretion” within the meaning of Code Section 162(m) to reduce the cash
bonus Award payout unless the fair market value of the Stock on December 31,
2006, is less than $        per share.  The Committee may reduce the Award payout to
reflect extraordinary circumstances if such modification would better serve the
purpose of the Plan.


 


8.                                      Award Payment.


 


(a)                                     The Award payout shall be made in 2007 and
not later than March 31 of such year, subject to the independent
audit.  To be eligible to receive a
payout, the Participant must be employed by the Company or an Affiliate on the
payment date.


 


(b)                                    The Award payout shall be made in cash.


 


9.                                        Employment


 


Receiving
this Award or Award payout shall not give the 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 the Participant.


 


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THE TIMBERLAND
COMPANY


2005 LONG TERM
INCENTIVE PROGRAM


FOR KENNETH P.
PUCKER


 


Schedule A -
Award


 


One-Year Award
Period (1/1/05-12/31/05)


 




	
  TBL
  FMV in

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Year

  	
   

  	
   

  	
  2007

  	
   

  
	
  Cash Bonus

  	
   

  	
  $

  	
  1.25MM

  	
   

  
							






 





















 


THE TIMBERLAND
COMPANY


2005 LONG TERM
INCENTIVE PROGRAM


FOR KENNETH P.
PUCKER


 


Schedule B -
Performance Measures and Goals


 




	
  Award Period

  	
   

  	
  Performance

  Measure

  	
   

  	
  Wtg

  	
   

  	
  Financial Target (Goal)

  	
   

  
	
  1/1/05
  - 12/31/05

  	
   

  	
  EPS

  	
   

  	
  100

  	
  %

  	
  $