UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2008
THE TIMBERLAND COMPANY
(Exact name of Registrant as Specified in Charter)
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| DELAWARE
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1-9548
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02-0312554 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 200 Domain Drive, Stratham, NH
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03885 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(603) 772-9500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
The following disclosure is made pursuant to paragraph (e) of Item 5.02:
On December 18, 2008, The Timberland Company (the “Company”) entered into Amended and Restated
Change of Control Severance Agreements (the “Agreements”) with its named executive officers who had
previously entered into such agreements (collectively, the “Executives”). The Agreements for each
of the Executives are identical. The form of the Agreements has been filed as Exhibit 10.1 to this
Current Report on Form 8-K, and the descriptions of the Agreements set forth herein, and
incorporated by reference, are qualified in their entirety by reference to such exhibit.
Except for the changes described below, the terms and conditions of the Agreements are
described under the heading “Potential Payments Upon Termination of Employment and Potential
Payments Upon a Change-In-Control — Change of Control Severance Agreements” in the Company’s
definitive proxy statement on Schedule 14A, dated April 11, 2008, for the Company’s Annual Meeting
of Stockholders, as filed with the Securities and Exchange Commission on April 10, 2008 (the “Proxy
Statement”), which descriptions are incorporated by reference. The primary changes to the
Agreements are to ensure that the severance arrangements reflected in the Agreements comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations
promulgated thereunder. The only other changes to the Agreements are (1) to eliminate the
automatic acceleration of vesting of certain equity awards held by the Executives upon the
occurrence of the Swartz Family (as defined in the Agreements) ceasing to hold sufficient shares of
the voting stock of the Company necessary to elect a majority of the members of the Board of
Directors, (2) to clarify that other equity awards, such as restricted stock, receive the same
treatment as stock options following certain change of control events, and (3) to clarify that the
definition of a change of control, as set forth in the Agreements, includes a situation where a
person (or group of persons) acquires beneficial ownership of fifty-one percent (51%) or more of
the voting stock of the Company necessary to elect a majority of the members of the Board of
Directors.
The exact amounts payable to the Executives under the Agreements depend upon when a change of
control transaction occurs and the Executives’ then-current compensation. Therefore, such amounts
cannot be determined at this time. Had a change in control transaction occurred on December 31,
2007, and had the four covered Executives’ employment been terminated on December 31, 2007 by the
Company without “Cause” or by the Executives’ for “Good Reason,” as those terms are defined in the
Agreements, they would have been eligible to receive the payments set forth under the columns
entitled “Within 24 Months of a Change in Control” under the heading “Potential Payments Under
Change of Control Agreement and Plans — Termination of Employment at December 31, 2007” in the
Proxy Statement. Had a change in control transaction occurred on November 1, 2006, and had the
four covered Executives voluntarily terminated their employment at December 31, 2007 other than for
“Good Reason,” they would have been eligible to receive the payments set forth under the columns
entitled “During the 13th Month Following a Change in Control” under the heading
“Potential Payments Under Change of Control Agreement and Plans — Termination of Employment at
December 31, 2007” in the Proxy Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Please see the Exhibit Index appearing after the signature page and before the exhibits to
this Current Report on Form 8-K, which Exhibit Index is incorporated herein by reference.