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Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE TIMBERLAND COMPANY
The Timberland Company, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, acting by unanimous
written consent on May 21, 1987, adopted a resolution setting forth a proposed
amendment to the Restated Certificate of Incorporation of the Corporation,
declaring the advisability thereof and calling for submitting the proposed
amendment to the shareholders of the Corporation for their approval and
adoption. The resolution setting forth the proposed amendment is as follows:
RESOLVED: That Section 4.3.2 of the Restated Certificate of Incorporation of
this Corporation be deleted in its entirety and that there be
substituted in lieu thereof a new Section 4.3.2 which shall read in
its entirety as set forth in Exhibit A hereto,
Exhibit A attached hereto is a correct and complete copy of Exhibit A attached
to said consent.
SECOND: That the stockholders of the Corporation duly approved and adopted
such resolution by written consent on May 21, 1987 in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware, and written notice has been given in accordance with the provisions of
such Section.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation will not be reduced under or by
reason of said amendment.
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EXHIBIT A
4.3.2 VOTING RIGHTS AND POWERS. Except as otherwise provided in this
Section 4.3.2, with respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give
consent, the holders of the outstanding shares of the Class A Common
Stock and the holders of the outstanding shares of the Class B Common
Stock shall, except as otherwise required by law, vote together as a
single class, and every holder of the outstanding shares of the Class
A Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Class A Common Stock
standing in his name, and every holder of outstanding shares of the
Class B Common Stock shall be entitled to cast thereon ten (10) votes
in person or by proxy for each share of the Class B Common Stock
standing in his name. With respect to the election of directors at
each annual meeting, or special meeting in lieu of the annual
meeting, of the stockholders of the corporation, (i) the holders of
the Class A Common Stock shall have the right, voting separately as a
class, to elect a number of the directors of the corporation, equal
to 25% of the total number of directors to be elected at such meeting
(and, if such number is not a whole number, rounded upwards to the
nearest whole number) (such directors being referred to herein as the
"Class A Directors"), and (ii) the holders of Class A Common Stock
and Class B Common Stock shall vote together as provided in the first
sentence of this Section 4.3.2 for the election of all directors who
are not Class A Directors; PROVIDED, HOWEVER, that if at any time the
aggregate number of issued and outstanding shares of Class B Common
Stock is less than 12.5% of the aggregate number of issued and
outstanding shares of Class A Common Stock and Class B Common Stock,
then the holders of Class A Common Stock and Class B Common Stock
shall vote together as a class for the election of all directors who
are not Class A Directors, with each holder of Class A Common Stock
and each holder of Class B Common Stock entitled to cast one (1) vote
in person or by proxy for each share of such Class A Common Stock and
for each share of such Class B Common Stock standing in his name.
With respect to any proposed amendment to this Restated Certificate
of Incorporation which would change the powers, preferences, relative
voting power or special rights of the shares of the Class A Common
Stock or the Class B Common Stock so as to affect either class
adversely relative to the other, the approval of a majority of the
votes entitled to be cast by the holders of the class adversely
affected by the proposed amendment, voting separately as a class,
shall be obtained in addition to the approval of a majority of the
votes entitled to be cast by the holders of the Class A Common Stock
and the Class B Common Stock voting together as a single class as
hereinbefore provided.
IN WITNESS WHEREOF, said The Timberland Company has caused this certificate
to be signed by Sidney W. Swartz, President and attested to by John E. Beard,
Secretary, this 21st day of May, 1987.
THE TIMBERLAND COMPANY
By
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President
ATTEST:
By
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Secretary
