REEBOK INTERNATIONAL LTD
RESTRICTED STOCK CERTIFICATE - KEN WATCHMAKER
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>7
<FILENAME>b38168reex10-54.txt
<DESCRIPTION>RESTRICTED STOCK CERTIFICATE - KEN WATCHMAKER
<TEXT>

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                                                                   EXHIBIT 10.54

                           REEBOK INTERNATIONAL LTD.
                          RESTRICTED STOCK CERTIFICATE
                 GRANTED UNDER THE 1994 EQUITY INCENTIVE PLAN


     This Restricted Stock Certificate (the "Certificate") evidences Restricted
Shares (defined below) granted by Reebok International Ltd., a Massachusetts
corporation ("Reebok" or the "Company"), to KEN WATCHMAKER, an employee of the
Company or its subsidiaries (the "Employee"), pursuant to the Company's 1994
Equity Incentive Plan (the "Plan").

     1. GRANT OF RESTRICTED STOCK. This Certificate evidences the grant by the
Company on JANUARY 24, 2000 to the Employee of a total of 50,000 shares of
Common Stock of the Company (the "Restricted Shares"), at the per share price
of $7.875, subject to the restrictions and other conditions set forth herein.
The Restricted Shares shall be subject to forfeiture by the Employee, and may
not be sold, assigned, transferred, pledged, encumbered or otherwise disposed
of, until they have vested in accordance with the following vesting schedule,
and subject to Section 6:

     (a) One-third of the Restricted Shares will vest on the earlier of: (i) the
         April 1 following the fiscal year in which the Company's Earnings Per
         Share as set forth in the Company's Audited Financial Statements
         included in its Annual Report on Form 10-K ("EPS") is $1.50 or more;
         and (ii) the fifth trading day in any ten trading day period on which
         the Company's stock closes at $18.00 per share or more; and

     (b) An additional one-third of the Restricted Shares will vest on the
         earlier of: (i) the April 1 following the fiscal year in which the
         Company's EPS is $2.25 or more; and (ii) the fifth trading day in any
         ten trading day period on which the Company's stock closes at $27.00
         per share or more; and

     (c) The remaining one-third of the Restricted Shares will vest on the
         earlier of: (i) the April 1 following the fiscal year in which the
         Company's EPS is $3.00 or more; and (ii) the fifth trading day in any
         ten trading day period on which the Company's stock closes at $36.00
         per share or more;

     (d) All Restricted Shares that have not previously vested pursuant to the
         immediately preceding clauses (a), (b) and (c) will vest on January 24,
         2004.

The number of Restricted Shares to be vested on any vesting date hereunder
shall be adjusted appropriately by the Compensation Committee of the Board of
Directors (the "Committee"), or its designees, to reflect any additional
Restricted Shares (if applicable) received pursuant to Section 7 hereof. For
purposes of this section, "trading day" shall be defined as any day in which
shares are traded on the NYSE.

     2. STOCK CERTIFICATES. Prior to the vesting of any Restricted Shares, the
stock certificate(s) representing those Restricted Shares that have not yet
vested shall be held for the Employee by the Company or by a custodian
designated by the Company. The Employee shall receive all dividends (other than
stock dividends which shall be held in accordance with the terms of Section 7
below), stockholder communications and proxy materials with regard to the
Restricted Shares. Any certificate or certificates for Restricted Shares which
are forfeited in accordance with the provisions hereof shall be returned to the
Company. The Employee shall be entitled to any dividends or other distributions
(other than stock dividends which shall be held in accordance with the terms of
Section 7 below) attributable to forfeited Restricted Shares which are paid
after forfeiture of such Shares with respect to a record date prior to
forfeiture and shall have voting rights.

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     On each date on which a portion of the Restricted Shares vest, as set
forth in Section 1 above, the Employee shall be entitled to delivery of the
certificate(s) representing those Restricted Shares which have vested, subject
to the other provisions hereof, and the Restricted Shares represented thereby
shall cease to be subject to forfeiture.

     3.   DELIVERY OF RESTRICTED SHARES. The Employee shall cooperate to effect
delivery of any Restricted Shares which have vested in accordance with the
terms of all federal and state laws and regulations as interpreted by counsel
for the Company. Without in any way limiting the generality of the foregoing,
the Company may require that the certificate(s) representing Restricted Shares
bear a legend restricting the transfer thereof except upon compliance with the
conditions stated herein and the federal and state securities laws and that the
Employee, as a condition of delivery, make such representation or agreement, if
any, as may be required in the opinion of such counsel to avoid violation of any
laws or regulations, including without limitation, the registration or other
provisions of the Securities Act of 1933.

     4.   WITHHOLDING. No Restricted Shares will be delivered to the Employee
unless and until the Employee remits to the Company an amount sufficient to
satisfy any federal, state or local withholding tax requirements (including,
without limitation, any amount required under FICA), or makes other
arrangements satisfactory to the Company with regard to the payment of such
taxes.

     5.   NONTRANSFERABILITY OF GRANT. No Restricted Shares, nor any interest
therein, may be transferred by the Employee (by sale, pledge, gift or
otherwise) prior to the vesting of such Shares and the Restricted Shares
granted hereunder shall be delivered only to the Employee, or in the case of
death, the Employee's estate. Notwithstanding the foregoing, if the Employee is
incapacitated, the Restricted Shares may be delivered to the person or persons
legally appointed to represent the Employee, provided that the Company is
satisfied as to the authority of such legal representative.

     6.   TERMINATION OF ACTIVE EMPLOYMENT. Unless other agreements apply, if
an Employee's active employment with the Company or its subsidiaries terminates
for any reason (including, without limitation, death or disability), all
Restricted Shares which have not vested prior to the date of such termination
shall be deemed to have been forfeited by the Employee and shall be returned to
the Company. The Employee shall not be considered an active employee if he or
she is receiving severance from the Company. The Employee shall be entitled to
delivery of any Restricted Shares that have vested prior to the date of
termination of employment; provided, however, in the event of a Change of
Control (as defined in Section 8), the Restricted Shares shall vest
notwithstanding any termination of active employment. For purposes herein,
employment shall not be considered terminated: (i) in the case of sick leave
or other bona fide leave of absence approved for purposes of the Plan by the
Committee, so long as the Employee's right to reemployment is guaranteed either
by statute or by contract or (ii) in the case of a transfer of employment
between the Company and a subsidiary or between subsidiaries.

     7.   ADDITIONAL RESTRICTED SHARES. Any shares of Common Stock of the
Company or other securities which the Employee may receive or be entitled to
receive as a result of the ownership of the Restricted Shares, whether the same
are issued as a result of a share split, stock dividend, recapitalization, or
other subdivision or consolidation of Shares effected without receipt of
consideration by the Company or the result of the merger or consolidation of the
Company or sale of assets of the Company, shall be treated for all purposes as
Restricted Shares hereunder and shall be held by the Company pursuant to Section
2 hereof until such Restricted Shares have vested.

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     8. CHANGE OF CONTROL. If a Change in Control of Reebok occurs, the
Restricted Shares shall be accelerated such that all of the Restricted Shares
shall vest effective upon the date of such Change of Control. A Change of
Control will occur for purposes of this Certificate if: (i) any Person who does
not currently own directly or indirectly 5% 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 Certificate.

     Notwithstanding the foregoing provisions of the above paragraph, a Change
of Control will not be deemed to have occurred if the initiation of any of the
events described in the preceding paragraph is by or with the concurrence of
the Company (acting by its Continuing Directors), nor shall a Change of Control
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 re-capitalization of the Company in
which Executive participates as an equity investor so long as the Employee's
Restricted Stock was converted to equity securities on a basis no less
favorable than that generally adopted for other senior executives of the
Company.

     9. PROVISIONS OF THE PLAN. The grant is subject to the provisions of the
Plan, a copy of which is furnished to the Employee with this Certificate.

     IN WITNESS WHEREOF, the Company has caused this grant to be executed under
its corporate seal by its duly authorized officer. This grant shall take effect
as a sealed instrument.

                                   REEBOK INTERNATIONAL LTD.

                                   By: /s/ David A. Pace
                                       ----------------------------------------
                                       David A. Pace
                                       Vice President and
                                       General Counsel

DATED: JANUARY 24, 2000


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