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REEBOK
EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004
1.
PURPOSE AND SCOPE OF PLAN; EFFECTIVE DATE.
The purpose of this Plan is to reward key executives and to provide
a
select group of managerial and highly compensated employees
with
unfunded nonqualified deferred compensation, as more fully
described
herein. This Plan incorporates by reference each of the
Compensation
Deferral Plan ("Deferral Plan"), the Excess Benefit Plan
("Excess
Benefit Plan") and the Supplemental Executive Retirement Plan
("SERP")
previously established and maintained by the Company for the
benefit of
eligible employees, which plans are made a part hereof and are
subject
to all of the terms and conditions hereof, effective as of the
Effective Date.
The "Effective Date" of this Plan is January 1, 2004.
2. DEFINITIONS.
The following terms shall have the meanings specified below, unless
a
different meaning is clearly indicated by the context.
2.1 "Account" means, for each Participant, the account established
for
his or her benefit under the Deferral Plan or the Excess Benefit
Plan.
2.2 "Administrator" means the Committee, or the executive
officer(s) to
whom the Committee has delegated its authority pursuant to Section
3.1
herein.
2.3 "Board" means the Board of Directors of Reebok International
Ltd.
2.4 "Code" means the Internal Revenue Code of 1986, as from time
to
time in effect. Reference to any section or subsection of the
Code
includes reference to any comparable or succeeding provisions of
any
legislation which amends, supplements or replaces such section
or
subsection.
2.5 "Committee" means the Management Development and
Compensation
Committee of the Board.
2.6 "Company"
means Reebok International Ltd., any affiliates that
adopt the Plan with the knowledge and consent of the
Administrator,
and any successor to all or a major portion of the Company's assets
or
business which assumes the obligations of the Company
generally.
2.7 "Employee" means an employee of the Company or its
subsidiaries.
2.8 "Participant" means an Employee who participates in the
Plan.
2.9 "Plan" means the Reebok International Ltd. Executive
Deferred
Compensation Plan set forth herein, as amended from time to
time.
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2.10 "Plan Year" means each 12 month period ending each December
31.
2.11 "SERP Participant" means a key executive of the Company
selected by the Committee to participate in the SERP.
3.
ADMINISTRATION
3.1 PLAN ADMINISTRATOR. The Plan will be administered by the
Committee, provided that the Committee has the authority to
delegate
any aspect of the Plan's administration to any person or
persons.
References in the Plan to the Committee shall mean references to
the
delegee, where appropriate.
3.2 PLAN ADMINISTRATION. The Committee has the full discretionary
power
and authority to interpret the Plan, select employees to
participate in
the Plan, determine benefit amounts, make all other decisions
relating
to the administration and operation of the Plan, and may
promulgate
rules and regulations governing the administration and operation of
the
Plan and its own acts and proceedings. The decisions of the
Committee
relating to the Plan will be final and conclusive on all
persons.
4.
ACCELERATION OF PAYMENT
4.1 ELECTION TO ACCELERATE. Notwithstanding any other provisions of
the
Plan to the contrary, with respect to any or all of the
benefits
payable under the Deferral Plan or the Excess Benefit Plan, a
Participant may elect at any time prior to the commencement of
the
calendar year in which a "Payment Event" (as hereinafter
defined)
occurs, to have the vested and non forfeitable benefits credited to
the
Participant's Account (including Interest), paid in the form of
a
single lump sum cash payment coincident with or as soon as
reasonably
practicable following the occurrence of such Payment Event. In
addition, the Committee may, in its sole discretion, extend
this
election to any SERP Participant who is otherwise eligible to
receive
the payment of a benefit but for the fact that he or she
remains
employed by the Company or is presently in pay status; in that
case,
the
payment will be in the form of the lump sum actuarial equivalent
of
the accrued benefit determined in accordance with the SERP. To
the
extent that a the payment of a benefit is accelerated hereunder,
the
Participant shall cease participation under the Deferral Plan,
the
Excess Plan or th
