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RESTRICTED
STOCK UNIT AGREEMENT
The
Timberland Company, a Delaware corporation, (the
“Company”) hereby grants effective as of <<Date
of Grant>> to <<Employee Name>>, <<RSU
Amount>> Restricted Stock Units (“RSUs”), which
if and when vested will be delivered to you, on a one-for-one
basis, in shares of Class A Common Stock of the Company (the
“Stock”), and which are subject to the terms and
conditions set forth below and attached hereto. Such additional
terms and conditions are incorporated herein and made part hereof.
Unless defined herein, capitalized terms shall be defined in the
2007 Incentive Plan
Vesting
of the Restricted Stock Units. The Restricted Stock Units will vest
in the amounts and on the dates as set forth below:
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RSUs on
<<First Anniversary of Grant>>
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RSUs on
<<Second Anniversary of Grant>>
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RSUs on
<<Third Anniversary of Grant>>
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THE
TIMBERLAND COMPANY
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By:
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ACKNOWLEDGED
AND RECEIVED
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TERMS AND
CONDITIONS OF AGREEMENT ARE ATTACHED HERETO.
RESTRICTED
STOCK UNIT AGREEMENT
ADDITIONAL
TERMS AND CONDITIONS
This
Award of Restricted Stock Units (“RSUs”) is made under
The Timberland Company 2007 Incentive Plan (the “2007
Plan”), and is subject to the restrictions and conditions set
forth below and in the 2007 Plan, which is incorporated herein by
reference with the same effect as if set forth herein in full. All
terms used herein shall have the same meaning as in the 2007 Plan,
except as otherwise expressly provided. The term “vest”
as used herein means the lapsing of the restrictions described
herein and in the 2007 Plan with respect to one or more of the
RSUs.
In
consideration of the Company’s accepting this Restricted
Stock Unit Agreement and transferring to the Participant the RSUs
provided for herein, the Participant hereby agrees with the Company
as follows:
1. The
RSUs acquired by the Participant pursuant to this Restricted Stock
Unit Agreement shall not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of except as provided below and in
the 2007 Plan. The Participant understands that once a certificate
has been delivered to the Participant in respect of shares of Stock
acquired hereunder due to vesting pursuant to Paragraph 2, the
Participant will be free to sell the shares of Stock evidenced by
such certificate, subject to applicable requirements of federal and
state securities laws.
2. The
RSUs acquired hereunder shall
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