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                                                                   Exhibit 10.35

     This document contains the Terms and Conditions of your stock option award
from Reebok International Ltd. These options have been granted pursuant to the
2001 Equity Incentive and Director Deferred Compensation Plan.

                               TERMS & CONDITIONS

     Reebok International Ltd., a Massachusetts company ("Reebok" or the
"Company") has granted to an employee of the Company or one of its subsidiaries
(the "Employee") a non-statutory option to purchase shares of the Company's
common stock (the "Option") under the Company's 2001 Equity Incentive and
Director Deferred Compensation Plan (the "Plan"). This Option is subject to the
terms of the Plan as well as the specific conditions set forth in this document.

1.   EXERCISABILITY OF OPTION. The Option shall become exercisable in three
installments (each an "Installment") according to the following schedule and
subject to the limitations of Sections 5 and 6:

     A.   _____________ percent (__%) of the shares subject to the Option shall
          become exercisable on the first anniversary of the grant date;

     B.   _____________ percent (__%) of the shares subject to the Option shall
          become exercisable on the second anniversary of the grant date; and

     C.   _____________ percent (__%) of the shares subject to the Option shall
          become exercisable on the third anniversary of the grant date.

     The final date on which any Installment of this Option may be exercised is
THE SEVENTH ANNIVERSARY OF THE GRANT DATE (the "Final Exercise Date").

2.   EXERCISE OF OPTION. Each election to exercise an Installment of this Option
shall be made, as applicable, by Employee, by the executor or administrator of
the Employee's estate, by the person or persons to whom this Option is
transferred by will or the applicable laws of descent and distribution, or by
the person or persons appointed to legally represent the Employee if he or she
is incapacitated (the "Legal Representative"). The Company shall require payment
in full for the equivalent number of shares underlying any exercise of this
Option. Payment of the purchase price may be made: (i) in cash or by check, bank
draft or money order payable to the order of the Company, (ii) through the
delivery of shares of the Company's common stock ("Shares") having a Fair Market
Value (as defined in the Plan) on the last business day preceding the date of
exercise equal to the purchase price; (iii) by a combination of cash and Shares
as provided in clauses (i) and (ii) above; or (iv) by delivery of a properly
executed notice with an undertaking by a broker to deliver promptly to the
Company the amount of sale proceeds to pay the exercise price. The Management
Development and Compensation Committee of the Board of Directors of the Company
(the "Committee") or its designees may, in their sole discretion, permit other
methods of payment.

     In the event that any Installment of this Option is exercised by a Legal
Representative, the Company is under no obligation to deliver shares hereunder
unless and until the Company is satisfied as to the authority of the person or
persons exercising such installment.

     This Option may not be exercised to any extent after the Final Exercise
Date.

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3.   WITHHOLDING. No shares will be transferred pursuant to the exercise of any
Installment of this Option unless and until the person exercising this Option
remits to the Company an amount sufficient to satisfy the minimum federal, state
or local withholding tax requirements (including, without limitation, any amount
required under FICA), or makes other arrangements satisfactory to the Company
with regard to such taxes. The Committee or its designees may, in their
discretion, permit the Company's withholding liability with respect to any
Installment to be satisfied by delivery of Stock with a fair market value equal
to such liability or by withholding from Stock delivered upon exercise of the
Installment, Shares with a fair market value equal to the amount of such
liability.

4.   NON-TRANSFERABILITY OF OPTION. Except as specifically noted below in this
paragraph, this Option is not transferable by the Employee other than by will or
the laws of descent and distribution and is exercisable during the Employee's
lifetime only by the Employee. If the Employee is incapacitated, however, the
Legal Representative of the Employee may exercise this Option provided that the
Company is satisfied as to the authority of such Legal Representative.
Notwithstanding all of the foregoing, the Company will permit the transfer of
the Option by the Employee through a gift to any or all of the following: any
child, stepchild, grandchild, parent, stepparent, mother-in-law, father-in-law,
or spouse of the Employee; any trust in which these persons have more than a
fifty percent (50%) beneficial interest; or a foundation in which these persons
(or the Employee) control the management of assets. The Company will also permit
the retransfer of the Option by any of these permitted transferees back to the
Employee.

5.   DEATH, DISABILITY OR RETIREMENT. If an Employee's employment with the
Company and its subsidiaries is terminated as a result of the Employee's total
and permanent disability (as hereafter defined) or death, all previously
unvested Installments of this Option shall immediately vest and shall remain
exercisable at any time within the following three-year period, ending on the
third anniversary of the date of such termination. In no event, however, may
this Option be exercised after the Final Exercise Date. For purposes hereof,
total and permanent disability shall mean that the Employee is determined by the
Company to be totally and permanently disabled as that term is defined by the
U.S. Social Security Administration.

     In the event that Employee terminates his or her employment with the
Company and its subsidiaries because of the Employee's retirement, all
Installments of this Option that are exercisable on the date of such termination
will continue to be exercisable for a period of three years from the date of
termination (except that in no event may this Option be exercised after the
Final Exercise Date) and, except as provided elsewhere herein, all Installments
of this Option that are not then exercisable shall be automatically cancelled as
of such date of termination. For purposes herein, retirement shall mean the
Employee's voluntary termination of his or her employment with the Company or
its subsidiaries: (i) at or after age 62, or (ii) at or after age 55, but before
age 62, and after completing ten years of continuous employment with the Company
or its subsidiaries.

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6.   OTHER TERMINATION OF EMPLOYMENT. If Employee's employment with the Company
and its subsidiaries terminates for any reason other than death, total and
permanent disability, or retirement, all Installments of this Option that are
then exercisable may be exercised by Employee at any time during the ninety (90)
day period following the last date of active employment, after which they will
be automatically cancelled (except that in no event may this Option be exercised
after the Final Exercise Date). Any Installments of this Option that are not
then exercisable will automatically be cancelled as of the last date of active
employment, provided that, if the Employee (i) is discharged for cause which in
the opinion of the Committee casts such discredit on him or her as to justify
cancellation of his or her Options, or (ii) in the opinion of the Committee, has
violated his or her Non-Competition Agreement with the Company, all of his or
her Options shall be cancelled as of the date of the Employee's termination of
employment. For purposes herein, employment shall not be considered terminated:
(i) in the case of sick leave or other bona fide leave of absence approved for
purposes of the Plan by the Committee, so long as the Employee's right to
reemployment is guaranteed either by statute or by contract, or (ii) in the case
of a transfer of employment between the Company and a subsidiary or between
subsidiaries, or to the employment of a corporation (or a parent or subsidiary
corporation of such corporation) issuing or assuming this Option in a
transaction to which section 424(a) of the Code applies.

7.   PROVISIONS OF THE PLAN. This Option is subject to the provisions of the
Plan, a copy of which is available to Employee at www.benefits.ml.com.


DATED AS OF: DECEMBER 16, 2004
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