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): March 1, 2006
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 (see General
Instruction A.2. below):
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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)) |
Item 1.01. Entry Into a Material Definitive Agreement.
2006 SmartWool Integration Bonus Program
On March 1, 2006, the Management Development and Compensation Committee (the “MDCC”) of the
board of directors of The Timberland Company (the “Company”) approved the terms of The Timberland
Company 2006 SmartWool Integration Bonus Program (“2006 SmartWool Program”). The 2006 SmartWool
Program was established under the Company’s 1997 Incentive Plan, as amended (the “Plan”), and
amounts paid under it are intended to qualify as performance-based compensation under Section
162(m) of the Internal Revenue Code. Under the terms of the 2006 SmartWool Program, certain
Company executives can earn a cash bonus award if SmartWool Corporation achieves a certain level of
operating contribution to the Company for fiscal 2006. As previously reported, the Company
acquired SmartWool Corporation on December 20, 2005. The eligible Company executives are Jeffrey
B. Swartz, President and Chief Executive Officer, Kenneth P. Pucker, Executive Vice President and
Chief Operating Officer, Brian P. McKeon, Executive Vice President — Finance and Administration
and Chief Financial Officer, Michael J. Harrison, Senior Vice President — Worldwide Sales and
Marketing, Gary S. Smith, Senior Vice President — Supply Chain Management, Marc Schneider, Senior
Vice President — Global Product Management and Bruce A. Johnson, Senior Vice President — Human
Resources. The 2006 SmartWool Program is effective January 1, 2006 and the award period is the
fiscal one-year award period ending December 31, 2006. The grant of any cash award, to the extent
earned, to eligible executives would be made in March, 2007. The target award payable to any
individual participant ranges from $20,000 to $60,000. A copy of the 2006 SmartWool Program will
be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended
December 31, 2005.
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