REEBOK INTERNATIONAL LTD
EXHIBIT 10.37
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<TYPE>EX-10.37
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<FILENAME>a2130829zex-10_37.txt
<DESCRIPTION>EXHIBIT 10.37
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                                                                  Exhibit 10.37

FINAL
                           CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (the "Agreement"), is made effective as of
this 5th day of December, 2001 by and between Jay Margolis (the "Executive") and
Reebok International Ltd. (the "Company").

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders for the
Company to agree to provide benefits under circumstances described below to
Executive; and

     WHEREAS, the Board recognizes that the possibility of a change of control
of the Company followed by a termination of the Executive's employment is
unsettling to the Executive and wishes to make arrangements at this time to help
assure his continuing dedication to his duties to the Company and its
shareholders, notwithstanding any attempts by outside parties to gain control of
the Company; and

     WHEREAS, the Board believes it important, should the Company receive
proposals from outside parties, to enable the Executive, without being
distracted by the uncertainties of his own employment situation, to perform his
regular duties,

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:

     1.   In the event that any individual, corporation, partnership, company,
or other entity (a "Person"), which term shall include a "group" (within the
meaning of section 13(d) of the Securities Exchange Act of 1934 (the "Act")),
begins a tender or exchange offer, circulates a proxy to the Company's
shareholders, or takes other steps to effect a "Change of Control" (as defined
in paragraph 3 below), Executive agrees that he will not voluntarily leave the
employ of the Company and will render the services contemplated in the recitals
to this Agreement until such Person has terminated the efforts to effect a
Change of Control or until a Change of Control has occurred.

     2.   If, within 24 months following a Change of Control, Executive's
employment with the Company terminates other than as a result of the death,
total disability or retirement of the Executive at or after his normal
retirement date, (i) by the Company other than for "Cause" (as defined in
paragraph 4 below), or (ii) by Executive for "Good Reason" (as defined in
paragraph 4 below), then:

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FINAL
     a.   The Company will pay to Executive within 30 days of such termination
          of employment a lump-sum cash payment equal to 300% of the aggregate
          of (i) his then-current annual base salary (or, if his base salary has
          been reduced at any time after the Change of Control, his base salary
          in effect prior to the reduction), (ii) his target bonus for the
          then-current year or, if higher, his bonus for the most recent
          calendar year ended before the Change of Control, (iii) the amount of
          his then-current annual automobile allowance and (iv) the annual cost
          of life insurance then furnished to him by the Company.

     b.   All of Executive's outstanding stock options, restricted shares and
          other similar incentive interests and rights will become immediately
          and fully vested and exercisable.

     c.   Executive will be treated for purposes of the Company's Supplemental
          Executive Retirement Plan (the "SERP") as having three additional
          Years of Continuous Service to the extent approved for participation
          by the Board for the SERP. The Company will, within 30 days of his
          termination, pay to him, in a single lump-sum cash payment, the
          present value of his benefit under the SERP. Present value will be
          determined by applying the "applicable mortality table" and
          "applicable interest rate" then in effect for purposes of section
          417(e)(3)(A) of the Internal Revenue Code or any successor provision.

     d.   The Company will pay to Executive, in a single lump-sum cash payment,
          an amount equal to the difference, if any, between (i) the total
          distribution that he receives following his termination under the
          Company's Profit-Sharing and Retirement Plan and its Excess Benefits
          Plan and (ii) the total distribution that he would have received under
          such plans had he accumulated three additional Years of Service for
          Vesting prior to termination. The payment will be made at the same
          time that he receives his distribution from those plans.

     e.   Executive, together with his dependents, will continue following such
          termination of employment to participate fully, with no contribution
          to the cost required of him or them, in all accident and health plans
          maintained or sponsored by the Company immediately prior to the Change
          of Control, or receive substantially the equivalent coverage (or the
          full value thereof in cash) from the Company, until the third
          anniversary of such termination.

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     f.   The Company will promptly reimburse Executive for any and all legal
          fees and expenses incurred by him as a result of such termination of
          employment, including without limitation all fees and expenses
          incurred in connection with efforts to enforce the provisions of this
          Agreement (provided such efforts result in Executive's recovery of any
          sum from the Company, whether through court award or settlement).

     3.   A Change of Control will occur for purposes of this Agreement if (i)
any Person who does not currently own directly or indirectly 10% or more of the
combined voting power of the Company's outstanding securities becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act) of securities of the
Company representing more than 30% (or, if higher, the aggregate percentage of
the combined voting power of the Company's then-outstanding securities held by
or for the benefit of Paul Fireman and his family) of the combined voting power
of the company's then-outstanding securities, (ii) there is a change of control
of the Company of a kind which would be required to be reported under Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Act (or a similar item
in a similar schedule or form), whether or not the Company is then subject to
such reporting requirement, (iii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter, or
(iv) individuals who, at the date hereof, constitute the Board (the "Continuing
Directors") cease for any reason to constitute a majority thereof, provided,
however, that any director who is not in office at the date hereof but whose
election by the Board or whose nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the date hereof or whose election
or nomination for election was previously so approved shall be deemed to be a
Continuing Director for purposes of this Agreement.

     Notwithstanding the foregoing provisions of this paragraph 3, a "Change of
Control" will not be deemed to have occurred solely because of (i) the
acquisition of securities of the Company (or any reporting requirement under the
Act relating thereto) by an employment benefit plan maintained by the Company
for its employees or (ii) the occurrence of a leveraged buy-out or
recapitalization of the Company in which Executive participates as an equity
investor.

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     4.   Definitions

     a.   "Cause" means only: conviction of the Executive for a felony or a
          crime involving moral turpitude.

     b.   "Good Reason" means any one or more of the following:

          (i)    Failure by the Company to maintain Executive in the positions,
                 with the titles, that he held immediately prior to the Change
                 of Control or downgrading of his responsibilities or authority.
                 If, following the Change of Control, the Company is part of a
                 controlled group of entities, Executive's responsibilities and
                 authority will be deemed for this purpose to have been reduced
                 unless he is given and retains the same responsibilities and
                 authority with the entity that controls the group as he held
                 with the Company immediately prior to the Change of Control.

          (ii)   Reduction of Executive's base salary or failure in any year to
                 pay to him a bonus at least equal to his target bonus for the
                 year in which the Change of Control occurs.

          (iii)  Material reduction in the health, disability or life insurance
                 benefits that the Company was providing Executive immediately
                 prior to the Change of Control.

          (iv)   Failure by the Company to provide Executive with the
                 opportunity to participate in any executive compensation or
                 benefit plan or program that is then generally available to
                 other senior executives of the Company.

          (v)    Relocation of Executive's principal place of business more than
                 30 miles from the its location immediately prior to the Change
                 of Control.

     5.   In the event that it is determined that any payment or benefit
provided by the Company to or for the benefit of Executive, either under this
Agreement or otherwise, will be subject to the excise tax imposed by section
4999 of the Internal Revenue Code or any successor provision ("section 4999"),
the Company will, prior to the date on which any amount of the excise tax must
be paid or withheld, make an additional lump-sum payment (the "gross-up
payment") to Executive. The gross-up payment will be sufficient, after giving
effect to all federal, state and other taxes and charges (including interest and
penalties, if any) with respect to the gross-up payment, to make Executive whole
for all taxes (including withholding taxes) and any associated interest and
penalties, imposed under or as a result of section 4999.

                                       -4-
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FINAL
     Determinations under this Section 5 will be made by Ernst & Young unless
Executive has reasonable objections to the use of that firm, in which case the
determinations will be made by a comparable firm chosen by Executive after
consultation with the Company (the firm making the determinations to be referred
to as the "Firm"). The determinations of the Firm will be binding upon the
Company and Executive except as the determinations are established in resolution
(including by settlement) of a controversy with the Internal Revenue Service to
have been incorrect. All fees and expenses of the Firm will be paid by the
Company.

     If the Internal Revenue Service asserts a claim that, if successful, would
require the Company to make a gross-up payment or an additional gross-up
payment, the Company and Executive will cooperate fully in resolving the
controversy with the Internal Revenue Service. The Company will make or advance
such gross-up payments as are necessary to prevent Executive from having to bear
the cost of payments made to the Internal Revenue Service in the course of, or
as a result of, the controversy. The Firm will determine the amount of such
gross-up payments or advances and will determine after final resolution of the
controversy whether any advances must be returned by Executive to the Company.
The Company will bear all expenses of the controversy and will gross Executive
up for any additional taxes that may be imposed upon Executive as a result of
its payment of such expenses.

     6.   If the Company is at any time before or after a Change of Control
merged or consolidated into or with any other corporation or other entity
(whether or not the Company is the surviving entity), or if substantially all of
the assets thereof are transferred to another corporation or other entity, the
provisions of this Agreement will be binding upon and inure to the benefit of
the corporation or other entity resulting from such merger or consolidation or
the acquirer of such assets, and this paragraph 6 will apply in the event of any
subsequent merger or consolidation or transfer of assets.

     In the event of any merger, consolidation, or sale of assets described
above, nothing contained in this Agreement will detract from or otherwise limit
Executive's right to participate or privilege of participation in any stock
option or purchase plan or any bonus, profit sharing, pension, group insurance,
hospitalization, or other incentive or benefit plan or arrangement which may be
or become applicable to executives of the corporation resulting from such merger
or consolidation or the corporation acquiring such assets of the Company.

     In the event of any merger, consolidation or sale of assets described
above, references to the Company in this Agreement shall unless the context
suggests otherwise be deemed to include the entity resulting from such merger or
consolidation or the acquirer of such assets of the Company.

     7.   All payments required to be made by the Company hereunder to Executive
or his dependents, beneficiaries, or estate will be subject to the withholding
of such amounts relating to tax and/or other payroll deductions as may be
required by law.

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     8.   There shall be no requirement on the part of the Executive to seek
other employment or otherwise mitigate damages in order to be entitled to the
full amount of any payments and benefits to which Executive is entitled under
this Agreement, and the amount of such payments and benefits shall not be
reduced by any compensation or benefits received by Executive from other
employment.

     9.   Nothing contained in this Agreement shall be construed as a contract
of employment between the Company and the Executive, or as a right of the
Executive to continue in the employ of the Company, or as a limitation of the
right of the Company to discharge the Executive with or without Cause; the
Executive may, subject to the terms and conditions of this Agreement, have the
right to receive upon termination of his employment the payments and benefits
provided in this Agreement and shall not be deemed to have waived any rights he
may have either at law or in equity in respect of such discharge.

     10.  No amendment, change, or modification of this Agreement may be made
except in writing, signed by both parties. Payments made by the Company pursuant
to this Agreement shall be in lieu of payments and other benefits, if any, to
which Executive may be entitled under any other severance agreement or severance
plan of the Company. The provisions of this Agreement shall be binding upon and
shall inure to the benefit of Executive, his executors, administrators, legal
representatives and assigns, and the Company and its successors. The validity,
interpretation, and effect of this Agreement shall be governed by the laws of
The Commonwealth of Massachusetts.

     The Company shall have no right of set-off or counterclaims, in respect of
any claim, debt, or obligation, against any payments to Executive, his
dependents, beneficiaries or estate provided for in this Agreement. The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

     No right or interest to or in any payments or benefits hereunder shall be
assignable by the Executive; provided, however, that this provision shall not
preclude him from designating one or more beneficiaries to receive any amount
that may be payable after his death and shall not preclude the legal
representative of his estate from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of intestacy, to the
person or persons entitled thereto under the laws of intestacy applicable to his
estate. The term "beneficiaries" as used in this Agreement shall mean a
beneficiary or beneficiaries so designated to receive any such amount, or if no
beneficiary has been so designated, the legal representative of the Executive's
estate.

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     No right, benefit, or interest hereunder, shall be subject to anticipation,
alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or
set-off in respect of any claim, debt, or obligation, or to execution,
attachment, levy, or similar process, or assignment by operation of law. Any
attempt, voluntary or involuntary, to effect any action specified in the
immediately preceding sentence shall, to the full extent permitted by law, be
null, void, and of no effect.

     IN WITNESS WHEREOF, Reebok International Ltd. and Executive have each
caused this Agreement to be duly executed and delivered as of the date set forth
above.


                                          REEBOK INTERNATIONAL LTD.

                                          By: /s/ James R. Jones, III
                                             ---------------------------
Agreed:

/s/ Jay Margolis
-------------------------
Jay Margolis

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