0000950135-09-003785 Sample Contracts

THE TIMBERLAND COMPANY PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • May 8th, 2009 • Timberland Co • Footwear, (no rubber)

The Timberland Company, a Delaware corporation (the “Company”), hereby grants, effective as of <<Date of Grant>>, (the “Participant”) performance stock units (“PSUs”), which PSUs if earned pursuant to the 2009 Executive Long Term Incentive Program (the “2009 LTIP”) will be paid in the form of shares of the Company’s Class A Common Stock on the basis of one share for each stock unit. The PSUs are subject to the terms and conditions of the 2007 Incentive Plan, 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.

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THE TIMBERLAND COMPANY 2007 INCENTIVE PLAN Restricted Stock Award Agreement
Restricted Stock Award Agreement • May 8th, 2009 • Timberland Co • Footwear, (no rubber)

The Timberland Company (the “Company”) hereby awards, effective as of <<Date>> to <<Employee Name>> (the “Executive”) <<Share Amount>> shares of Restricted Stock of the Company’s Class A Common Stock (the “Stock”). This Award of Restricted Stock is made under The Timberland Company 2007 Executive Long Term Incentive Program (“2007 LTIP”), which was established under and pursuant to The Timberland Company 2007 Incentive Plan (the “2007 Plan”) (the “2007 LTIP” and “2007 Plan”, collectively hereafter referred to as the “Plan”), and is subject to the restrictions and conditions set forth below and in the 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 Plan, except as otherwise expressly provided. The term “vest” as used herein means the lapsing of the restrictions described herein and in the Plan with respect to one or more shares of Restricted Stock. The Company’s Management De

THE TIMBERLAND COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 8th, 2009 • Timberland Co • Footwear, (no rubber)

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.

THE TIMBERLAND COMPANY PERFORMANCE VESTED STOCK OPTION AGREEMENT
Performance Vested Stock Option Agreement • May 8th, 2009 • Timberland Co • Footwear, (no rubber)

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.

THE TIMBERLAND COMPANY RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 8th, 2009 • Timberland Co • Footwear, (no rubber)

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

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