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NON-QUALIFIED
STOCK OPTION AGREEMENT
The
Timberland Company, a Delaware corporation (the
“Company”), hereby grants effective as of <<Date
of Grant>> to
(“Optionee”) the option (the “Option”) to
purchase up to an aggregate of
shares of Class A Common Stock of the Company (the
“Class A Common Stock”), at a price of $
per share (“Option Price”) (which Option Price was not
less than the per share fair market value of Class A Common
Stock on the date of grant of the Option) and otherwise upon the
terms and conditions set forth below and attached hereto. Such
additional terms and conditions are incorporated herein and made
part hereof.
Exercisability
and Terms of Option. The Option shall be exercisable as to the
following number of shares prior to <<10
th
Anniversary
of Date of Grant>> (the “Final Exercise
Date”):
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shares on or
after
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shares on or
after
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shares on or
after
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This
Option is not intended to constitute an “incentive stock
option” under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”).
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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
NON-QUALIFIED
STOCK OPTION AGREEMENT
ADDITIONAL
TERMS AND CONDITIONS
1.
Manner of Exercise; Payment . Subject to the provisions of
Section 1 of the Stock Option Agreement (the
“Agreement”) to which these Additional Terms and
Conditions are attached and are made a part thereof, the Option may
be exercised by the Optionee, his heirs or assigns at any time, in
whole or in part; provided , however , that no such
partial exercise shall be in increments of less than 100 shares,
unless the aggregate number of shares as to which this option is
exercisable prior to the Final Exercise Date is less than 100
shares (in which event such lesser amount may be exercised), by
notice in writing delivered to the Company at its principal office.
Such notice shall be accompanied by payment in full of the Option
Price for the number of shares as to which the Option is being
exercised, plus any federal, state, local or other tax or
assessment (including any interest or penalties) the Company is
required to withhold. Such payment shall be made in cash, by wire
transfer, by certified check, bank draft or money order payable to
the order of the Company. Except as otherwise provided by the
Company, such payment may be made by the Optionee: (i) by
delivery of shares of Class A Common Stock acceptable to the
Company and having an aggregate fair market value (valued as of the
date of exercise) that is equal to the amount of such payment; or
(ii) by authorizing a third-party to sell shares of
Class A Common Stock acquired upon exercise of the Option and
remit to the Company a sufficient portion of the sale proceeds to
pay such payment.
2.
Adjustment of Option and Option Price . In the event of a
stock dividend, split-up, combination of shares or other similar
capital change affecting the shares of Class A Common Stock,
the Option Price and the number of shares of Class A Common
Stock subject to the Option shall be appropriately
adjusted.
3.
Foreign Exchange/ Ownership Requirements and Risk . Exercise
of the Option by the Optionee will result in the Optionee owning
Stock, and may also require the exchange of funds in US Dollars, or
the use of a US based brokerage account. The Optionee will be
personally responsible for any compliance requirements under
national law regulating such foreign investment and capital flows.
These laws may change from time to time and
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