REEBOK INTERNATIONAL LTD
MARTIN COLES' EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>colesemployment.txt
<DESCRIPTION>MARTIN COLES' EMPLOYMENT AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.1


Mr. Martin Coles
Reebok International Ltd.

         Re:  Employment Agreement

Dear Martin:

         This letter will evidence the agreement between you and Reebok
International Ltd. (referred to as "Reebok", "RIL" or the "Company") relating to
your continued employment by Reebok effective as of June 12, 2002 (the
"Effective Date"). Our agreement is as follows:

1. Your Position; Duties and Responsibilities.
   ------------------------------------------
Reebok hereby agrees to continue your employment beginning as of June 12, 2002,
on the terms and subject to the conditions set out in this Agreement. You are
hereby designated during the Employment Term (as defined in Section 2 below) as
Executive Vice President of RIL and President and CEO of the Reebok Brand.
In such capacity, you will have all duties, responsibilities and authorities
normally associated with such position, including responsibility for executing
the strategic direction and for operating results of the business in the Reebok
Brand on a worldwide basis. You will devote your full business time and your
best efforts in carrying out the duties, responsibilities and authorities of
that position, and you will operate within corporate policies, guidelines,
regulations, and strategies, and mutually-agreed budgets, cash flows and capital
authorization levels established by the Board of Directors of the Company or
its Chief Executive Officer. Subject to the provisions of Section 10B, your
duties and responsibilities may be changed from time to time. You will report to
the President and COO of RIL (currently Jay Margolis) or an individual with the
same or higher level within RIL.

You shall not be prevented from accepting positions of responsibility
in directorships of outside business corporations and charitable organizations,
subject to the limitation that such activities shall not interfere with your
discharge of your responsibilities to Reebok hereunder and shall not include any
involvement with any competing enterprise. You will comply with whatever
policies are in existence in this regard, including the current policy, which
limits senior executives to serving on no more than two (2) for-profit boards of
directors.

2. Employment Term.
   ----------------
         A. Employment Term.
            ----------------
            The term of your employment under this Agreement shall commence as
            of the Effective Date and will continue until June 30, 2005 (the
            period of time shall be referred to as the "Initial Employment
            Term").Subject to the terms and conditions of this Agreement, if
            this Agreement has not been terminated pursuant to Section 10 below
            prior to the expiration of the Initial Employment Term, then this
            Agreement shall automatically be extended for up to two (2)
            additional one (1) year terms (the "Renewal Terms"). The Initial
            Employment Term and any Renewal Terms are herein collectively
            referred to as the "Employment Term."

         B. Survival of Certain Provisions.
            ------------------------------
            The obligations set forth in the Employee Agreement, Non-Competition
            Agreement,  and the Code of Conduct referred to in Section 9 will
            continue in effect, to the extent applicable after termination,
            after the termination of  your employment  with the Company and/or
            after the expiration of the Employment Term.

3. Base Salary.
   -----------
Your initial base salary will be at an annualized rate of $500,000.00
($19,230.77 gross on a bi-weekly basis) payable in accordance with
Reebok's normal pay practices. Your base salary will next be reviewed (but not
necessarily increased) in March of 2003, and annually thereafter in accordance
with Board practices and consistent with the treatment of other senior
executives.

4. Annual Incentive Compensation.
   -----------------------------
        (i) Executive Performance Incentive Plan.
            -------------------------------------
            For each calendar year of the Employment  Term, you will participate
            in the same incentive  compensation plan as the other senior
            executives of the Company,  and to the extent that you share
            financial  performance  criteria  with those other executives under
            the plan, your required level of financial  performance will be set
            at the same  level as for those  other  executives.  Your  annual
            incentive compensation  has been  targeted  at 100% of your base
            salary  for the last six months of fiscal  year 2002 and 60% for
            your  first six  months of 2002.  Actual payment  levels under the
            incentive  compensation  program will be based on your achievement
            of financial and management performance goals, with such goals to be
            established  each year by the  Company's  Chief  Executive  Officer
            or Board of Directors, and payments will be made in accordance with
            the terms and subject to the conditions of the incentive plan then
            in effect for the senior executives of the  Company.  You will be
            eligible for  consideration  to receive a bonus award with respect
            to any plan year for which you are actively employed as of
            December 31 of such plan year.

       (ii) Disputes.
            ---------
            In the event of any disagreement concerning whether
            incentive plan goals have been achieved and/or the percentage
            bonus to be awarded pursuant to the incentive plan, the
            decision of the Company's Chief Executive Officer shall be
            final. If you believe that the decision of the Company's Chief
            Executive Officer has not been made in good faith, you may
            submit your position on the matter in writing to the
            Compensation Committee of the Company's Board of Directors,
            which will consider your position at its next regular meeting.
            The Compensation Committee has full discretion to determine
            the issue and its determination will fully bind the parties.


<PAGE>

5.  Relocation  Assistance.
    ----------------------
Please  see the  Relocation Policy Agreement attached as Exhibit E, which is
made a part of this Agreement.

6.  Stock Options.
    --------------

         (i) General.
             --------
             The Company may grant you so-called "non-qualified"
             stock options with respect to its common stock under the
             Company's 1994 Equity Incentive Plan, the 2001 Equity
             Incentive and Director Deferred Compensation Plan, and any
             subsequent additional or successor plan in effect at a
             relevant time (such plans are referred to herein as the
             "Option Plan"). The terms of the Option Plan and any agreement
             under the Option Plan relating to the options will govern the
             exercise and all other matters relating to the options. The
             amount of any options will be in accordance with Board
             practices and with the approval of the Compensation Committee.

        (ii) Stock Option Grant.
             -------------------
             50,000 "non-qualified" stock options will
             be granted to you under the Option Plan to acquire additional
             shares of Reebok common stock, at $26.77 per share (the market
             price of Reebok's common stock upon the closing of the market
             as of the June 12, 2002 date of grant). This stock option
             grant will expire ten (10) years after the date of grant and
             will become ratably exercisable over a four (4) year period on
             the anniversary of the date of grant.

7. Fringe Benefits and Business Related Expenses.
   ---------------------------------------------
         (i) General.
             --------
             You  will be eligible to  participate  in or receive  benefits
             under any pension plan,  401(k)  retirement  plan,  medical and
             dental  benefits  plan,  lifeV insurance plan,  short-term and
             long-term  disability  plans,  supplemental and/or  incentive
             compensation  plans,  or any other  employee  benefit or fringe
             benefit  plan,  generally  made  available by the Company to senior
             executives  in  accordance  with  the  specific  eligibility  and
             approval requirements  of such  plans and  subject to the terms and
             conditions  set forth in this Agreement.  Such fringe  benefits for
             senior  executives will include  reimbursement  of financial
             planning and legal services up to thepolicy limit for other senior
             executives  in the program.  Notwithstanding the  foregoing,  you
             will not be  eligible  to  participate  in the  Reebok
             International  Ltd. Severance Policy during or at the end of the
             EmploymentTerm.

        (ii) Personal Allowance.
             -------------------
             In addition, the Company will provide to
             you during the Employment Term a personal allowance of $2,500
             per month to be used in your discretion. This personal
             allowance may be increased, decreased or eliminated, but in no
             event will you be treated less favorably than other similarly
             situated executive officers.

      (iii)  Expenses.
             ---------
             The Company will promptly reimburse you for the
             reasonable and necessary business expenses incurred by you in
             the performance of the duties under this Agreement in
             accordance with its customary practices applicable to senior
             executives, provided that such expenses are incurred and
             accounted for in accordance with the Company's policy.

8. Vacation.
   ---------
You will be entitled to vacation in  accordance  with normal  Reebok  policy for
senior executives,  with any additional amount to be determined by the Company's
Chief Executive Officer.

9. Confidentiality, Non-Competition and Code of Conduct.
   -----------------------------------------------------

        (i)  General.
             --------
             During the Employment Term and thereafter you will be
             subject to the terms and conditions of each of the following
             standard employee agreements as modified pursuant to Section
             9(ii) below: the standard Reebok Employee Agreement attached
             hereto as Exhibit B (the "Employee Agreement"); the standard
             Reebok Non-Competition Agreement attached hereto as Exhibit C
             (the "Non-Competition Agreement"); and the Reebok Code of
             Conduct attached hereto as Exhibit D (the "Code of Conduct").
             The Employee Agreement, Non-Competition Agreement, and the
             Code of Conduct, as modified by this Agreement, will continue
             in effect, to the extent applicable, after the termination of
             your employment with the Company.

       (ii)  Ancillary Agreement Modifications.
             ----------------------------------

             (a) Employee Agreement [Exhibit B].

                 The Employee Agreement attached hereto as Exhibit B is modified
                 as follows:

                 (I) Section 5 of the Employee Agreement is
                     modified by adding a new second sentence to
                     read as follows: "Notwithstanding the
                     preceding sentence, in no event will I hold
                     any equity or other interest of any kind
                     in Nike, adidas, Timberland, K Swiss, Puma,
                     Stride Rite, New Balance and Fila
                     or their affiliates after December 31, 2002."

                (II) Section 7 of the Employee Agreement is deleted and Section
                     2 of this Agreement is substituted therefor.

             (b) Non-Competition Agreement.

                 The Non-Competition Agreement attached hereto as Exhibit C is
                 modified by adding the following new sentence at the end of
                 Section I.A. to read as follows: "Notwithstanding the
                 preceding sentence, you may invest in 1% or less of
                 the equity securities of any publicly traded company;
                 provided, however, that in no event will you hold any
                 equity or other interest of any kind in Nike, adidas,
                 Timberland, K Swiss, Puma, Stride Rite, New Balance
                 and Fila or their affiliates after December 31, 2002."

             (c) Code of Conduct.

                 The Code of Conduct attached hereto as Exhibit D is modified
                 as follows:

                 (I) The second paragraph of the section entitled
                     "Investments in or Affiliations with
                     Suppliers, Customers or Competitors" under
                     "Conflicts of Interest" is modified to read
                     as follows: "Generally, ownership interests
                     of less than 1% of the equity or other
                     securities of a publicly traded corporation
                     will not be considered to create a conflict.
                     However, by December 31, 2002 you must not
                     hold any ownership or other interest in the
                     following competitors of Reebok or their
                     affiliates: Nike, adidas, Timberland, K
                     Swiss, Puma, Stride Rite, New Balance and
                     Fila. From time to time, the Company may
                     distribute an updated list of some of our
                     competitors for whom any stock ownership
                     would be prohibited."

                (II) The last paragraph of the Code of Conduct is
                     modified by adding the following new
                     sentence at the end thereof to read as
                     follows: "Notwithstanding the foregoing,
                     your employment shall be subject to the
                     terms and conditions of any written
                     employment agreement in effect between you
                     and the Company."

10. Employment Termination.
    -----------------------
Notwithstanding  the provisions of Section 2 above,  your employment  under this
Agreement may be terminated  prior to the end of the  Employment  Term in any of
the following cases:

         A. Voluntary Termination Without Good Reason.
            -----------------------------------------
            You may terminate your employment under this Agreement, without
            "good reason," upon ninety (90) days prior written notice to the
            Company. Such written notice will set forth the date your employment
            ends.

         B. Voluntary Termination With Good Reason.
            --------------------------------------
            You may terminate your employment under this Agreement with "good
            reason" upon at least fourteen (14) days prior written notice to the
            Company; provided, however, that you must first provide written
            notice of the "good reason" to the Company, and the Company must
            fail to cure such "good reason" within thirty (30) days after the
            date on which you give written notice of such "good reason." For
            purposes of this Agreement, "good reason" will mean the occurrence
            of any of the following:

            (i) A material diminution in the overall level of your
                responsibilities, duties, powers or authority, except in
                connection with the cessation of your employment by a) death,
                b) by the Company for cause or your incapacity, as defined in
                Section 10E, or c) by you other than for "good reason" as
                defined in this Section 10B.

           (ii) Any reduction in Base Salary or short or long-term incentive
                compensation, except for across-the-board salary or incentive
                compensation reductions similarly affecting all senior
                executives of the Company;

          (iii) The failure by the Company to pay you when due any material
                amount of your current compensation or any material amount of
                your compensation payable under any plan, agreement or
                arrangement of or with the Company, within ten (10) days after
                you make written demand for such amount.

           (iv) The failure of the Company to maintain your relative level of
                coverage under the Company's employee benefit plans, policies,
                practices, or arrangements in which you participate, both in
                terms of the amount and timing of benefits provided and the
                relative level of your participation.  For this purpose, the
                Company may eliminate and/or modify existing employee benefit,
                incentive compensation, retirement, or material fringe benefit
                plans, policies, practices, or arrangements and coverage levels
                on a consistent and non-discriminatory basis applicable to all
                such executives; provided, however, that your level of coverage
                under all such programs must be at least as great as is such
                coverage provided to employees who have the same or lesser
                levels of reporting responsibilities within the Company's
                organization.

            (v) The changing of your reporting relationship to a position
                lower than President and COO of RIL so long as you deliver
                your resignation within six (6) months of the change and
                provide at least three (3) months advance notice and
                transition time.

         Your continued employment shall not constitute consent to, or a
         waiver of rights with respect to, any act or failure to act
         constituting Good Reason hereunder.

         C. Cause.
            ------
            The Company may terminate your employment under this Agreement for
            cause, upon written notice to you.  For purposes of this Agreement,
            "cause" will mean:

            (i) fraud, embezzlement, or other intentional misappropriation from
                the Company or an affiliate thereof;

           (ii) your conviction of a felony or a misdemeanor involving moral
                turpitude;

          (iii) any other conduct on your part involving fraud, gross
                negligence or willful misconduct, or other action which
                materially damages the reputation of the Company or an
                affiliate thereof; or

           (iv) your default of any material obligations under this Agreement,
                provided, however, that the Company must first provide written
                notice of the default to you, and you must fail to cure such
                default within thirty (30) days after the date on which the
                Company gives you written notice of such default.

         It is understood and agreed that a failure to achieve financial or
         other business results is not a basis for a "for cause" termination. No
         termination of your employment for cause shall be deemed to have
         occurred unless you have been given notice of the reason therefore
         including the allegations which may constitute reason for such
         termination and after (a) you have been provided an opportunity to be
         heard by the Board of Directors of the Company or the Executive
         Committee thereof, and (b) such decision has been upheld by the Board
         or Executive Committee.

         D. Death.
            ------
            Your employment will terminate immediately upon your death, subject
            to the payment obligations set forth in Section 11B below.

         E. Incapacity.
            ----------
            Upon written notice to you, the Company may terminate your
            employment under this Agreement in the event of your incapacity,
            subject, however, to any legal obligations that mandate continued
            employment. For purposes of this Agreement, "incapacity" will mean
            such incapacity or disability as would qualify you for long-term
            disability coverage under the Company's long-term disability
            insurance plan.

         F. Any Other Reasons.
            ------------------
            Subject to the payment obligations set forth in Section 11C, the
            Company may terminate your employment for any other reason, upon
            written notice to you stating the date of termination.

11. Payment Obligation in the Event of Termination.
    -----------------------------------------------
In the event of any  termination  pursuant to Section 10,  Reebok shall have the
following payment obligations:

         A. Voluntary Termination Without Good Reason and Termination for Cause.
            --------------------------------------------------------------------
            In the event your employment is terminated pursuant to Section 10A
            [voluntary termination without good reason] or Section 10C
            [termination for cause],

            (i) Your right to receive compensation under this Agreement shall
                cease as of the effective date of such termination.

           (ii) The Company shall pay the following amounts to you: any
                accrued but unpaid base salary for services rendered to the
                date of termination; any accrued but unpaid expenses required
                to be reimbursed and any vacation accrued to the date of
                termination.

          (iii) Except as may be provided under the terms of any incentive
                compensation, employee benefit, or fringe benefit plan
                applicable to the you at the time of your termination or
                resignation of employment prior to the end of the Employment
                Term, you shall have no right to receive any other
                compensation, or to participate in any other plan, arrangement
                or benefit, with respect to future periods after such
                termination or resignation.

         B. Termination for Death or Incapacity.
            ------------------------------------
            In the event of your employment is terminated pursuant to Section
            10D [death] or Section 10E [incapacity], you will be entitled to
            payment of your base salary only until the last day of your
            employment and no further payments of any kind will be due you from
            the Company.  However, upon termination of your employment because
            of death or upon termination of your employment because of
            disability, as defined in the Option Plan, all outstanding stock
            options will become immediately exercisable pursuant to the
            provisions of the Option Plan.  Additionally, you or your
            beneficiaries will be entitled to receive any benefits that are
            payable with respect to your termination of employment under
            the terms of any pension or profit-sharing plan, or life insurance
            or disability plan of the Company in which you participated before
            your employment ended.  You will, however, not be entitled to
            receive any benefit under any severance plan, arrangement or
            agreement of the Company other than the payments from the Company
            described in this Section 11B.

         C. Voluntary Termination With Good Reason or Involuntary Termination
            -----------------------------------------------------------------
            for Any Other Reason.
            --------------------
            In the event that you terminate your employment under
            this Agreement pursuant to Section 10B [voluntary termination with
            "good reason"], or the Company terminates your employment for any
            reason pursuant to Section 10F, including without cause (as cause is
            defined in Section 10C), you will be entitled to the following:

            (i) a severance period whereby you could collect your base salary
                at the times and in the amounts that would have been paid for
                a maximum period of eighteen (18) months (the "Severance
                Period");

           (ii) continuation on any Company-provided medical coverage in effect
                for you and your family as of the date of termination
                through the Severance Period;

          (iii) continuation of life, supplemental life and AD&D insurance
                coverage to the same extent through the first twelve (12) months
                of the Severance Period;

           (iv)   entitlement for the severance pay and benefits offered
                  pursuant to this Section 11C will not extend beyond the date
                  that you obtain new employment, and continuation of medical
                  and dental coverage will end on the last day of the month in
                  which such new employment is obtained.

            (v)   as an incentive to find a new job, however, if you obtain new
                  employment prior to the expiration of the Severance Period you
                  will receive a lump-sum payment equal to one-half of the
                  remaining weeks in the Severance Period. "New employment"
                  shall mean a full-time job; or a part-time job or consulting
                  relationship in which you earn a substantial portion of your
                  previous compensation at RIL, as determined by the Company in
                  its sole discretion. However, "new employment" shall not
                  include employment in teaching, government, public service or
                  service as a corporate director, or work for fewer than
                  twenty-five (25) hours per work either as a consultant or as
                  an employee of a not-for-profit company.


           (vi)   you agree to provide information and services (including
                  without limitation, cooperation in litigation and transition
                  assistance) to the Company, if so requested, during the
                  Severance Period for no additional compensation. These
                  services, however, shall not exceed sixteen (16) hours per
                  week during the Severance Period; provided, however, that the
                  Company will reimburse you for any reasonable expenses
                  incurred on its behalf. If you are re-hired by RIL or any RIL
                  subsidiary or affiliated organization, the Severance Period
                  will cease on the date of re-employment and you shall not be
                  entitled to any lump sum or other payment.


          (vii)   the payments and benefits set forth in this Section will be
                  contingent upon your execution of a general release contained
                  in a Separation Agreement in a form acceptable to you and the
                  Company, and will be in lieu of payments and other benefits,
                  if any, to which you may be entitled under any other severance
                  agreement or severance plan or arrangement of the Company.

12. [intentionally left blank]

13. Miscellaneous
    -------------

    (i) Successors, Assigns, Amendment, etc.
        -----------------------------------
        This Agreement shall be binding upon and shall inure
        to the benefit of Reebok and its successors and assigns.
        Unless such assumption would otherwise occur by
        operation of law, the Company shall not enter into
        any agreement for the merger, consolidation, restructuring,
        sale of assets or other reorganization of the Company, without
        providing for the express assumption of this Agreement by the
        Company's successor. This Agreement shall be binding upon you
        and shall inure to the benefit of your heirs, executors,
        administrators and legal representatives, but shall not be
        assignable by you. This Agreement may be amended or altered
        only by the written agreement of Reebok and you.

   (ii) Notice.
        -------
        All notices, requests, consents and other communications
        required or permitted hereunder shall be in
        writing and shall be hand delivered or mailed by certified
        mail, postage prepaid, addressed as follows: If to Reebok, to
        General Counsel, Reebok International Ltd., 1895 J. W. Foster
        Boulevard, Canton, MA 02021, or to such other address as may
        have been furnished to you in writing as herein provided; or,
        if to you, to the address set forth above, or to such other
        address as may have been furnished to Reebok by you as herein
        provided in writing. Any notice or other communication so
        addressed and so mailed shall be deemed to have been given
        three days after said mailing.

  (iii) Applicable Law.
        ---------------

        This Agreement has been executed and delivered
        by both parties in the Commonwealth of Massachusetts and shall
        be governed by the internal law of the Commonwealth of
        Massachusetts without reference to its choice of law rules or
        to any rule of any jurisdiction which would cause the rule of
        another jurisdiction to apply. The venue of any action
        relating to this Agreement will be the state and federal
        courts located in the Commonwealth of Massachusetts.
        Respecting any such action, the parties waive any right they
        may have (i) to contest venue on the ground of inconvenient
        forum, and (ii) to have such action heard before a jury or an
        advisory jury.

   (iv) Severability.
        ------------
        Each provision of this Agreement is severable
        from the others, and if any provision hereof shall be to any
        extent unenforceable, it and the other provisions hereof shall
        continue to be enforceable to the full extent allowable by any
        court of competent jurisdiction, as if such offending
        provision had not been a part of this Agreement.

    (v) Withholding.
        ------------
        The Company will cause any federal, state or local income, withholding,
        employment or other tax to be withheld from payments hereunder.

   (vi) Headings; Construction.
        ----------------------

        Section headings are for convenience of reference only and do not form
        part of the text of this Agreement.  Whenever the context requires, the
        singular will include the plural and vice versa.

  (vii) Waiver.
        -------
        The  failure  of a party  to  insist  on  strict  adherence  to any term
        of this Agreement on any  occasion  will not be  considered a waiver
        thereof or deprive that party of the right  thereafter to insist upon
        strict adherence to that term or any other term of this Agreement.

 (viii) Entire Agreement.
        ----------------
         This Agreement constitutes the entire agreement between the parties
         concerning its subject matter, and supersedes any and all prior
         agreements, understandings, warranties or representations between the
         parties except for the agreements specifically referred to as exhibits
         to this Agreement.

   (ix)  Indemnification.
         ----------------
         The Company will indemnify and hold you harmless to the extent
         permitted by the Company's certificate of incorporation,
         by-laws or resolutions of the Company's Board of Directors
         against all liability, expense or loss (including reasonable
         attorneys's fees and penalties) incurred
         by you by reason of the fact that you are or were a director
         or officer of the Company acting within the scope of your
         duties and authorities.

    (x)  Counterparts.
         -------------
         This Agreement my be executed in any number of counterparts, each of
         which will be considered an original and such counterparts will
         together be one agreement.



<PAGE>


If you accept and agree to the foregoing, please signify by signing the enclosed
counterpart  of this letter in the space  provided  for that purpose at the foot
thereof and delivering the signed  counterpart to me, whereupon this letter will
become a binding agreement between you and the Company as of the Effective Date.


                                    Very truly yours,

                                    REEBOK INTERNATIONAL LTD.

                                     /s/ James R. Jones, III
                                 By:__________________________
                                       James R. Jones, III
                                    Senior Vice President and
                                  Chief Human Resources Officer



Accepted and agreed to this 17th day of July, 2002:

   /s/ Martin Coles
------------------------
     Martin Coles


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</DOCUMENT>
