Exhibit 1.1 3,261,221 SHARES THE TIMBERLAND COMPANY CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2004 • Timberland Co • Footwear, (no rubber) • New York
Exhibit 1.1 3,261,220 SHARES THE TIMBERLAND COMPANY CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE PURCHASE AGREEMENTPurchase Agreement • May 17th, 2004 • Timberland Co • Footwear, (no rubber) • New York
Exhibit 10.1 [Published CUSIP Number: _____________] SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 2, 2006Revolving Credit Agreement • August 8th, 2006 • Timberland Co • Footwear, (no rubber) • New York
and Morgan Guaranty Trust Company of New York, as AgentCredit Agreement • August 7th, 1998 • Timberland Co • Footwear, (no rubber) • New York
MORGAN GUARANTY TRUST COMPANY OF NEW YORKCredit Agreement • November 13th, 2000 • Timberland Co • Footwear, (no rubber) • New York
1 EXHIBIT 10.8 ADOPTION AGREEMENT FOR ---------------------- STATE STREET SOLUTIONS ---------------------- PROTOTYPE DEFINED CONTRIBUTION PLAN ----------------------------------- (Profit Sharing - Nonstandardized) ADOPTION AGREEMENT FOR...Adoption Agreement • March 28th, 1996 • Timberland Co • Footwear, (no rubber)
Exhibit 10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of April 30, 2004 among THE TIMBERLAND COMPANY THE LENDERS LISTED ON SCHEDULE 1 HERETO FLEET NATIONAL BANK, as Administrative Agent with BANC OF AMERICA SECURITIES LLC, as Arranger...Revolving Credit Agreement • August 10th, 2004 • Timberland Co • Footwear, (no rubber)
AGREEMENT AND PLAN OF MERGER among V.F. CORPORATION, VF ENTERPRISES, INC. and THE TIMBERLAND COMPANY Dated as of June 12, 2011Merger Agreement • June 13th, 2011 • Timberland Co • Footwear, (no rubber) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2011 (this “Agreement”), among V.F. Corporation, a Pennsylvania corporation (“Parent”), VF Enterprises, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and The Timberland Company, a Delaware corporation (the “Company”).
MORGAN GUARANTY TRUST COMPANY OF NEW YORKCredit Agreement • March 26th, 1998 • Timberland Co • Footwear, (no rubber) • New York
1 Exhibit 10.8(b) AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AMENDMENT dated as of October 20, 2000 to the Credit Agreement dated as of April 30, 1998 (the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the "COMPANY") , the BANKS party thereto (the...Credit Agreement • March 28th, 2001 • Timberland Co • Footwear, (no rubber) • New York
THE TIMBERLAND COMPANY PERFORMANCE STOCK UNIT AGREEMENTPerformance 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.
THE TIMBERLAND COMPANY ANNUAL AWARD RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 6th, 2009 • Timberland Co • Footwear, (no rubber) • New Hampshire
The Timberland Company, a Delaware corporation (“Timberland”), hereby grants effective as of [DATE] to [DIRECTOR] (“Participant”) [ ] Restricted Stock Units (“RSUs”), which, if and when vested, will be delivered to Participant on a one for one basis, in shares of Class A Common Stock of Timberland and otherwise upon the terms and conditions set forth herein and in Timberland’s 2007 Incentive Plan, as amended to date (the “Plan”).
EXHIBIT 10.19 CONFIDENTIAL February 7, 2007 Kenneth P. Pucker 21 Berkeley Street Newton, MA 02465 Dear Ken: The following Letter Agreement summarizes the terms relating to the end of your employment with The Timberland Company ("Timberland" or the...Separation Agreement • March 1st, 2007 • Timberland Co • Footwear, (no rubber)
1 EXHIBIT 10.10 [TIMBERLAND LOGO] CHANGE OF CONTROL SEVERANCE AGREEMENT This is an agreement (the "Agreement") between The Timberland Company (the "Company") and _____________(the "Executive"). [See attached schedule of Executives] The Company wishes...Change of Control Severance Agreement • March 28th, 2001 • Timberland Co • Footwear, (no rubber) • New Hampshire
THE TIMBERLAND COMPANY 2007 INCENTIVE PLAN Restricted Stock Award AgreementRestricted 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
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of April 26, 2011 among THE TIMBERLAND COMPANY THE LENDERS LISTED ON SCHEDULE 1 HERETO BANK OF AMERICA, N.A., as Administrative Agent with MERRILL LYNCH, PIERCE, FENNER & SMITH...Revolving Credit Agreement • August 4th, 2011 • Timberland Co • Footwear, (no rubber) • New York
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of April 26, 2011 by and among THE TIMBERLAND COMPANY (the “Borrower”), a Delaware corporation having its principal place of business at 200 Domain Drive, Stratham, NH 03885, and BANK OF AMERICA, N.A., a national banking association, and the other lending institutions listed on Schedule 1 hereto and BANK OF AMERICA, N.A., as administrative agent for itself and such other lending institutions.
THE TIMBERLAND COMPANY NON-QUALIFIED STOCK OPTION AGREEMENTNon-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 AGREEMENTPerformance 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.
VOTING AGREEMENTVoting Agreement • June 13th, 2011 • Timberland Co • Footwear, (no rubber) • Delaware
AGREEMENT (this “Agreement”), dated as of June 12, 2011 among V.F. Corporation, a Pennsylvania corporation (“Parent”), and each of the individuals or entities listed on Schedule 1.01 hereto (each, a “Stockholder”).
FIRST AMENDMENT to the SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 7th, 2007 • Timberland Co • Footwear, (no rubber)
This FIRST AMENDMENT (this “Amendment”) dated as of September 4, 2007, is among (a) THE TIMBERLAND COMPANY, a Delaware corporation (the “Borrower”), (b) the lending institutions listed on the signature pages hereto (collectively, the “Lenders”) and (c) BANK OF AMERICA, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as a Lender and as Administrative Agent for itself and the other Lenders (the “Administrative Agent”).
AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • December 22nd, 2008 • Timberland Co • Footwear, (no rubber) • New Hampshire
The Company wishes to ensure the continued dedication of management to Company duties in the event of an actual or threatened change of control of the Company. The Executive has an important position in the management of the Company and wishes to continue in that position or such other position as may be assigned by the Company.
THE TIMBERLAND COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted 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
