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2009
EXECUTIVE LONG TERM INCENTIVE PROGRAM
PERFORMANCE
VESTED
STOCK OPTION AGREEMENT
The
Timberland Company, a Delaware corporation (the
“Company”), hereby grants, effective as of <<Date
of Grant>>, to
(“Optionee”) a performance vested stock option (the
“PVSO”), which PVSO if earned will allow the Optionee
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). Such PVSO is subject to the terms and
conditions of the 2007 Incentive Plan, the 2009 Executive Long Term
Incentive Program (the “2009 LTIP”) and the additional
terms and conditions delivered herewith. Such additional terms and
conditions are incorporated by reference herein and made a part
hereof.
Subject
to the terms of the 2007 Incentive Plan, the 2009 LTIP and the
additional terms and conditions delivered herewith, the PVSO if
earned shall be exercisable for up 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 the first anniversary of the date on
which an Award Payout (as defined in the 2009 LTIP) is approved by
the Committee (as defined in the 2009 LTIP)
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shares on the second anniversary of the date on
which an Award Payout is approved by the Committee
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shares on the third anniversary of the date on
which an Award Payout is approved by the Committee
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This
PVSO 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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ADDITIONAL
TERMS AND CONDITIONS OF AGREEMENT ARE ATTACHED HERETO
PERFORMANCE
VESTED STOCK OPTION AGREEMENT
ADDITIONAL
TERMS AND CONDITIONS
1.
Manner of Exercise; Payment . This section 1 is subject to
the terms and conditions of the 2007 Incentive Plan (the
“2007 Plan”), the 2009 Executive Long Term Incentive
Program (the “2009 LTIP” and together with the 2007
Plan, the “Plan Documents”) (capitalized terms used but
not defined herein are used as defined in the Agreement and the
Plan Documents), and the Performance Vested Stock Option Agreement
(the “Agreement”) to which these Additional Terms and
Conditions are attached and are made a part thereof. The PVSO 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 PVSO 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
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