exv10w1



 






Exhibit 10.1




SENIOR EXECUTIVE

EMPLOYMENT AGREEMENT




     THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is to be effective as of
April 11, 2005 by and between DECKERS OUTDOOR CORPORATION, a Delaware corporation (the
“Company”), and ANGEL R. MARTINEZ (the “Executive”).



ARTICLE I

DUTIES AND TERM




          1.1 EMPLOYMENT. In consideration of their mutual covenants, Executive’s continued
employment with the Company and other good and valuable consideration, the receipt, adequacy, and
sufficiency of which is hereby acknowledged, the Company agrees to enter into this Agreement with
the Executive, and the Executive agrees to enter into this Agreement and to be employed by the
Company upon the terms and conditions herein provided and in accordance with all applicable
employment rules of the Company. This Agreement was prepared after a review of information
provided by the Company’s compensation consultant, Frederick W. Cook & Company, Inc.




          1.2 POSITION AND RESPONSIBILITIES. The Executive will serve as Chief Executive
Officer and President and will report to the Board of Directors.




          1.3 TERM. The term of the Executive’s employment under this Agreement will commence
on the effective date of this Agreement as first written above and will continue, unless sooner
terminated, until December 31, 2008. Employment of the Executive is at will and will continue
until such time as written notice of termination is given by the Company or written notice is given
by the Executive.




          1.4 AT-WILL EMPLOYMENT. Executive will continue to be employed as an at-will employee
of the Company. Subject to the provisions of Articles III and IV, as an at-will
employee, Executive is free to terminate his employment with the Company at any time, for any
reason, and the Company has the similar right to terminate Executive’s employment at any time, for
any reason. Although the Company may choose to terminate Executive’s employment for cause,
Executive’s employment is at-will and cause is not required.




          1.5 REVIEW OF AGREEMENT. It is the parties intention that the terms of this Agreement
will be reviewed prior to December 31, 2008 to determine whether any modifications are appropriate.
This review of the Agreement terms may occur at an earlier or later date, is not mandatory and
does not impose any binding obligations on either party.




 









 








ARTICLE II

COMPENSATION




     For all services rendered by the Executive in any capacity during the Executive’s employment
under this Agreement, the Company will compensate the Executive as follows:



          2.1 BASE SALARY. Effective as of April 11, 2005, the Company will pay to the
Executive an annual base salary of THREE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($345,000), to be
paid in equal installments in accordance with the Company’s general payment policies in effect
during the term hereof (the “Base Salary”). Effective as of January 1, 2006, the Company
will pay to the Executive an annual Base Salary of FOUR HUNDRED THOUSAND DOLLARS ($400,000). The
Executive’s annual base salary may be reviewed prior to December 31, 2008 and appropriate
adjustments to salary implemented. If Executive’s annual base salary is not revised effective
January 1, 2009, his existing salary will continue on a monthly basis until changed. This
provision does not alter the at-will nature of Executive’s employment or the provisions of
Articles III and IV below.




          2.2 INCENTIVE BONUS. The Executive shall be eligible to receive a targeted annual
bonus based on performance criteria established annually by the Compensation Committee (the
“Incentive Bonus”). The Incentive Bonus criteria for the year ending December 31, 2005 is
set forth on Exhibit A.




          2.3 STOCK OPTIONS AND RESTRICTED STOCK UNITS (RSU’S). Executive may be granted
options to purchase shares of Company Common Stock or RSU’s pursuant to the Company’s 1993 Employee
Stock Incentive Plan. Any stock option or RSU must be approved by the Compensation Committee. The
Common Stock subject to the RSU’s are currently registered with the Securities and Exchange
Commission on Form S-8.




          2.4 SIGNING INCENTIVE. The Executive will be granted FIFTY THOUSAND (50,000) RSU’s as
an employment incentive that will not be subject to performance measures and will vest quarterly
between the third and fourth anniversaries of employment, or upon termination by the Company of the
Executive, without cause or by the Executive for Good Reason, as hereinafter defined, whichever
comes first.




          2.5 ADDITIONAL BENEFITS. The Executive will be entitled to participate in all benefit
and welfare programs, plans, and arrangements that are from time to time made available to the
Company’s like-level executive employees.




          2.6 DIRECTORS AND OFFICERS INSURANCE; INDEMNIFICATION AGREEMENT. The Executive will
be insured under the Company’s Directors and Officers insurance and will be provided the Company’s
standard Indemnification Agreement




ARTICLE III

TERMINATION OF EMPLOYMENT




          3.1 GENERAL. While Executive is an at-will employee as provided at Section
1.3 above, the following conditions for termination of employment are set forth in order to
determine the nature of Executive compensation entitlement upon termination of employment




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as discussed in Article IV below. Neither the provisions of Article III or
Article IV of this Agreement shall alter the at-will nature of Executive’s employment with
the Company.




          3.2 DEATH OR RETIREMENT OF EXECUTIVE. The Executive’s employment under this Agreement
will automatically terminate upon the death or Retirement (as defined in Section 6.1) of
the Executive.




          3.3 BY EXECUTIVE. The Executive may terminate the Executive’s employment under this
Agreement by giving Notice of Termination (as defined in Section 6.1 hereof) to the
Company:





          (a) for Good Reason (as defined in Section 6.1 hereof); and




          (b) at any time without Good Reason.



          3.4 BY COMPANY. The Company may terminate the Executive’s employment under this
Agreement by giving Notice of Termination to the Executive:





          (a) in the event of Executive’s Total Disability (as defined in Section 6.1 hereof);




          (b) for Cause (as defined in Section 6.1 hereof); and




          (c) at any time without Cause.



ARTICLE IV

COMPENSATION UPON TERMINATION OF EMPLOYMENT




     If the Executive’s employment hereunder is terminated, in accordance with the provisions of
Article III hereof, and except for any other rights or benefits specifically provided for
herein to be effective following the Executive’s period of employment, the Company will provide
compensation and benefits to the Executive only as follows:



          4.1 UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s employment hereunder
is terminated by reason of the Executive’s death or Total Disability, the Company will:





          (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that
has accrued but was not paid as of the termination date (the “Accrued Base Salary”);




          (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation
days accrued as of the termination date in an amount equal to the Executive’s Base Salary
multiplied by a fraction the numerator of which is the number of accrued unused vacation
days and the denominator of which is 260 (the “Accrued Vacation Payment”);



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          (c) reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses
incurred by him prior to the date of termination that are subject to reimbursement pursuant
to this Agreement (the “Accrued Reimbursable Expenses”);




          (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued
and vested benefits required to be provided by the terms of any Company-sponsored benefit
plans or programs (the “Accrued Benefits”), together with any benefits required to
be paid or provided in the event of the Executive’s death or Total Disability under
applicable law;




          (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus
with respect to a prior fiscal year that has accrued but has not been paid (the “Accrued
Incentive Bonus”);




          (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to
exercise all vested unexercised stock options and RSU’s outstanding at the termination date
in accordance with terms of the plans and agreements pursuant to which such options or RSU’s
were issued; and




          (g) the Executive’s FIFTY THOUSAND (50,000) RSU’s for a signing incentive will
immediately vest.



          4.2 UPON TERMINATION BY COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON. If the
Executive’s employment is terminated by the Company for Cause, or if the Executive terminates the
Executive’s employment with the Company other than (x) upon the Executive’s death or Total
Disability or (y) for Good Reason, the Company will:





          (a) pay the Executive the Accrued Base Salary;




          (b) pay the Executive the Accrued Vacation Payment;




          (c) pay the Executive the Accrued Reimbursable Expenses;




          (d) pay the Executive the Accrued Benefits, together with any benefits required to be
paid or provided under applicable law;




          (e) pay the Executive any Accrued Incentive Bonus; and




          (f) the Executive will have the right to exercise vested options and RSU’s in
accordance with Section 4.1(f) hereof.



          4.3 UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. If
the Executive’s employment is terminated by the Company without Cause or by the Executive for Good
Reason, the Company will:





          (a) pay the Executive the Accrued Base Salary;



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          (b) pay the Executive the Accrued Vacation Payment;




          (c) pay the Executive the Accrued Reimbursable Expenses;




          (d) pay the Executive the Accrued Benefits, together with any benefits required to be
paid or provided under applicable law;




          (e) pay the Executive any Accrued Incentive Bonus;




          (f) pay the Executive severance, commencing on the thirtieth (30th) day
following the termination date, of twelve (12) monthly payments equal to one-twelfth
(1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the
time such termination occurs. Severance will be mitigated on a dollar for dollar basis for
any income received by Executive for duties performed for Company or for any like or
comparable employment in terms of pay or position by any third party during the twelve (12)
months following termination. The severance payment required under this subsection shall be
conditioned upon the Executive confirming the release in Section 5.2 hereof; and




          (g) pay the cost of COBRA continuation coverage for the Executive, and maintain in full
force and effect any benefit and welfare programs, plans, and arrangements in which the
Executive participated immediately prior to such termination in accordance with Section
2.5 hereof, which are not otherwise covered under COBRA, for the Executive and the
Executive’s eligible beneficiaries, until the first to occur of (x) the Executive’s
attainment of alternative employment if such employment includes similar benefits or (y) the
twelve (12) month anniversary of termination of employment, subject to the terms and
conditions of participation as provided under the general terms and provisions of such
plans, programs and arrangements, or in the alternate, the Company will arrange to provide
the Executive with continued benefits substantially similar to those which the Executive
would have been titled to receive under such plans, programs and arrangements. This is not
intended to mitigate the Executive’s COBRA benefits.




          (h) the Executive shall have the right to exercise vested options and RSU’s in
accordance with Section 4.1(f); and




          (i) the Executive’s FIFTY THOUSAND (50,000) RSU’s for a signing incentive will
immediately vest.



          4.4 UPON CHANGE OF CONTROL AND TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE
FOR GOOD REASON. If the Executive’s employment is terminated within two (2) years of a Change
of Control by the Company without Cause or by the Executive for Good Reason, the Company will:





          (a) pay the Executive the Accrued Base Salary;


          (b) pay the Executive the Accrued Vacation Payment;



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          (c) pay the Executive the Accrued Reimbursable Expenses;




          (d) pay the Executive the Accrued Benefits, together with any benefits required to be
paid or provided under applicable law;




          (e) pay the Executive any Accrued Incentive Bonus; plus the pro-rata Incentive Bonus
based on actual performance for the year of termination.




          (f) pay the Executive severance of two (2) times Executive’s Annual Base Salary in
effect immediately prior to the time such termination occurs plus the greater of (x) two (2)
times the targeted Incentive Bonus immediately prior to the time such termination occurs or
(y) two (2) times the average actual Incentive Bonus for the previous three (3) years,
whichever is greater. The severance payment required under this subsection shall be
conditioned upon the Executive confirming the release in Section 5.2 hereof. In the
event that the Company shall default in any payments of the severance, and such default
shall not be cured within five (5) days’ written notice of said default by the Executive,
then all unpaid severance will be immediately due and payable.




          (g) pay the cost of COBRA continuation coverage for the Executive, and maintain in full
force and effect any benefit and welfare programs, plans, and arrangements in which the
Executive participated immediately prior to such termination in accordance with Section
2.5 hereof which are not otherwise covered under COBRA, for the Executive and the
Executive’s eligible beneficiaries, until the first to occur of (x) the Executive’s
attainment of alternative employment if such employment includes similar benefits or (y) the
twenty-four (24) month anniversary of termination of employment, subject to the terms and
conditions of participation as provided under the general terms and provisions of such
plans, programs, and arrangements, or in the alternate, the Company will arrange to provide
the Executive with continued benefits substantially similar to those which the Executive
would have been entitled to receive under such plans, programs, and arrangements. This is
not intended to mitigate the Executive’s COBRA benefits.




          (h) all of the foregoing payments will be grossed up for Internal Revenue Code Section
280G excise tax penalty on “excess parachute payments;”




          (i) the Executive shall have the right to exercise vested options and RSU’s in
accordance with Section 4.1(f); and




          (j) the Executive’s FIFTY THOUSAND (50,000) RSU’s for a signing incentive will
immediately vest.



ARTICLE V

ADDITIONAL AGREEMENTS




          5.1 OTHER AGREEMENTS. As further material consideration for the Company entering into
this Agreement, the Executive will also execute the Company’s standard employee confidentially
agreement, inventions assignment agreement, and any other agreements required to be executed by all
like level executives of the Company.




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          5.2 EXECUTIVE’S RESTRICTIVE COVENANTS UPON TERMINATION. If the Executive’s employment
is terminated for any reason, Executive agrees:





          (a) To keep all of the Company’s Confidential Information confidential in perpetuity in
accordance with the Company’s policy;




          (b) To not hire or solicit for hire or consultation employees of the Company for a
period of one and one-half (1 1/2) years after termination of employment; and




          (c) To release the Company from any and all claims, whether known or unknown, except
for those based upon this Agreement. Such release shall include the rights of Section 1542
of the California Civil Code, which provides:




“A general release does not extend to claims which the creditor does not know or
suspect to exist in the Executive’s favor at the time of executing the release,
which if known by him must have materially affected the Executive’s settlement with
the debtor.”



          5.3 Company Release. Except for termination “For Cause,” the Company will release the
Executive from any and all claims, whether known or unknown, and except for those based upon this
Agreement. Such release shall include the rights of Section 1542 of the California Civil Code,
which provides:





“A general release does not extend to claims which the creditor does not know or
suspect to exist in the Executive’s favor at the time of executing the release,
which if known by him must have materially affected the Executive’s settlement with
the debtor.”



ARTICLE VI

MISCELLANEOUS




          6.1 DEFINITIONS. For purposes of this Agreement, the following terms will have the
following meanings:





          (a) “Accrued Base Salary” — as defined in Section 4.1(a) hereof.




          (b) “Accrued Benefits” — as defined in Section 4.1(d) hereof.




          (c) “Accrued Incentive Bonus” — as defined in Section 4.1(e) hereof.




          (d) “Accrued Reimbursable Expenses” — as defined in Section 4.1(c)
hereof.




          (e) “Accrued Vacation Payment” — as defined in Section 4.1(b) hereof.




          (f) “Affiliate” of a Person means a Person that directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common


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control with, the first Person. “Control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or credit arrangement, as trustee or
executor, or otherwise.




          (g) “Incentive Bonus” as defined in Section 2.2 hereof.




          (h) “Base Salary” as defined in Section 2.1 hereof.




          (i) “Cause” will mean any willful breach of duty by the Executive in the course
of the Executive’s employment, continued violation of written Company employment policies
after written notice of such violation, violation of the Company’s Insider Trading Policies,
conviction of a felony or any crime involving fraud, theft, embezzlement, dishonesty or
moral turpitude, engaging in activities which materially defame the Company, engaging in
conduct which is material injurious to the Company or its Affiliates, or any of their
respective customer or supplier relationships, financially or otherwise, or the Executive’s
gross negligence or incapacity to perform duties, excluding the Executive’s Total
Disability.




          (j) “Change of Control” will mean if there is a merger, consolidation, sale of
all or a major portion of the assets of the Company (or a successor organization) or similar
transaction or circumstance where any person or group (other than Douglas B. Otto) acquires
or obtains the right to acquire, in one or more transactions, beneficial ownership of more
than Fifty Percent (50%) of the outstanding shares of any class of voting stock of the
Company (or a successor organization) at any date subsequent to September 30, 2003.




          (k) “Compensation Committee” means the Compensation Committee of the Company’s
Board of Directors.




          (l) “Continued Benefits” as defined in Section 4.3(g) hereof.




          (m) “Good Reason” will mean the occurrence of material breach of this Agreement
by the Company, which breach is not cured within fifteen (15) calendar days after written
notice thereof is received by the Company, or in the event of a Change of Control, a
reduction of total compensation, benefits, and perquisites, relocation greater than 50
miles, or material change in position or duties.




          (n) “Notice of Termination” will mean a notice which shall indicate the
specific termination provision of this Agreement relied upon and shall generally set forth
the basis for termination of the Executive’s employment under the provision so indicated.




          (o) “Person” means any natural person, firm, partnership, association,
corporation, company, limited liability company, limited partnership, trust, business trust,
governmental authority, or other entity.



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          (p) “Retirement” will mean normal retirement at age 65.




          (q) “Severance” will mean payments after termination of Executive’s employment.




          (r) “Total Disability” will mean the Executive’s failure substantially to
perform the Executive’s duties hereunder on a full-time basis for a period exceeding one
hundred eighty (180) consecutive days or for periods aggregating more than one hundred
eighty (180) days during any twelve (12) month period as a result of incapacity due to
physical or mental illness. If there is a dispute as to whether the Executive is or was
physically or mentally unable to perform the Executive’s duties under this Agreement, such
dispute will be submitted for resolution to a licensed physician agreed upon by the Company
and the Executive, or if an agreement cannot be promptly reached, the Company and the
Executive will promptly each select a physician, and if these physicians cannot agree, the
physicians will promptly select a third physician whose decision will be binding on all
parties. If such a dispute arises, the Executive will submit to such examinations and will
provide such information as such physician(s) may request, and the determination of the
physician(s) as to the Executive’s physical or mental condition will be binding and
conclusive. Notwithstanding the foregoing, if the Executive participates in any group
disability plan provided by the Company, which offers long-term disability benefits,
“Total Disability” will mean total disability as defined therein.



          6.2 KEY MAN INSURANCE. The Company will have the right, in its sole discretion, to
purchase “key man” insurance on the life of the Executive. The Company shall be the owner and
beneficiary of any such policy. If the Company elects to purchase such a policy, the Executive
will take such physical examinations and supply such information as may be reasonably requested by
the insurer. If the Executive dies from other than natural causes and it is established that the
Company caused the Executive’s death, then the proceeds of such policy will be payable to the
Executive’s estate.




          6.3 SUCCESSORS; BINDING AGREEMENT. This Agreement will be binding upon any successor
to the Company and will inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, beneficiaries, designees, executors, administrators, heirs, distributees,
devisees and legatees.




          6.4 MODIFICATION; NO WAIVER. This Agreement may not be modified or amended except by
an instrument in writing signed by the parties hereto. No term or condition of this Agreement will
be deemed to have been waived, nor will there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument by the party charged with such waiver or
estoppel. No such written waiver will be deemed a continuing waiver unless specifically stated
therein, and each such waiver will operate only as to the specific term or condition waived and
will not constitute a waiver of such term or condition for the future or as to any other term or
condition.




          6.5 SEVERABILITY. The covenants and agreements contained herein are separate and
severable and the invalidity or unenforceability of any one or more of such




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covenants or agreements, if not material to the employment arrangement that is the basis for
this Agreement, will not affect the validity or enforceability of any other covenant or agreement
contained herein.




          6.6 FORM OF NOTICE TO PARTIES. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in writing and shall
be deemed to have been duly given if (a) delivered personally, (b) mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid, or (c) sent by next-day or
overnight mail or delivery or (d) sent by telecopy or telegram, to the following address:




	 	 	 
	          If to Executive:
	 	Angel R. Martinez

188 Tiburon Bay Lane

Santa Barbara, CA 93108
	 	 	 
	          If to Company:
	 	Deckers Outdoor Corporation

495-A South Fairview Avenue

Goleta, CA 93117

Attn: Douglas B. Otto

Facsimile #805-967-7862





or, in each case, at such other address as may be specified in writing to the other parties hereto.




     All such notices, requests, demands, waivers and other communications shall be deemed to have
been received (w) if by personal delivery on the day after such delivery, (x) if by certified or
registered mail, on the seventh business day after the mailing thereof, (y) if by next-day or
overnight mail or delivery, on the day delivered, (z) if by telecopy or telegram, on the next day
following the day on which such telecopy or telegram was sent, provided that a copy is also sent by
certified or registered mail.



          6.7 ASSIGNMENT. This Agreement and any rights hereunder will not be assignable by
either party without the prior written consent of the other party except as otherwise specifically
provided for herein.




          6.8 ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding between
the parties hereto and no agreement, representation, warranty or covenant has been made by either
party except as expressly set forth herein.




          6.9 EXECUTIVE’S REPRESENTATIONS. The Executive represents and warrants that neither
the execution and delivery of this Agreement nor the performance of the Executive’s duties
hereunder violates the provisions of any other agreement to which he is a party or by which he is
bound, and that he will not be required to disclose to the Company any confidential or proprietary
information of any other party.




          6.10 GOVERNING LAW . This Agreement will be construed in accordance with the laws of
the State of California, without regard to the conflict of laws provisions thereof, with venue
proper only in the County of Santa Barbara, California.




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          6.11 ARBITRATION; MEDIATION





          (a) If the Company proposes to terminate the Executive “For Cause,” as defined in
Section 6.1(i) hereof, then within ten (10) days’ receipt of notice of termination,
the Executive may give notice that Executive would like to have a meeting with the Company’s
Board of Directors for the purposes of settlement and compromise and to be off the record to
discuss the issues related to such “for cause” termination, none of which will be admissible
in any subsequent proceeding. this informal mediation will occur not later than thirty (30)
days from the date of the original termination “for cause” and may be done by long distance
telephone conference call or by an in person meeting.




          (b) Except as provided in Section 6.11(c) below, the parties hereto agree that
any dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach, or
termination thereof, shall be finally settled by binding arbitration, unless otherwise
required by law, to be held in Santa Barbara, California under the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association as then in effect
(the “Rules”). The arbitrator(s) may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator(s) shall be final, conclusive and
binding on the parties to the arbitration, and judgment may be entered on the decision of
the arbitrator(s) in any court having jurisdiction. The arbitrator(s) shall award
attorneys’ fees to the prevailing party.




          (c) The arbitrator(s) shall apply California law to the merits of any dispute or claim,
without reference to rules of conflicts of law.




          (d) The parties may apply to any court of competent jurisdiction for a temporary
restraining order, preliminary injunction, or other interim or conservatory relief, as
necessary, without breach of this arbitration agreement and without abridgement of the
powers of the arbitrator.




          (e) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.
EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS
ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,
VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION,
UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF
EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO
EXECUTIVE’S RELATIONSHIP WITH THE COMPANY, INCLUDING BUT NOT LIMITED TO, CLAIMS OF
HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.



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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	
	 	COMPANY:	 	 
	 	 	 	 	 	 	 
	 
	 	DECKERS OUTDOOR CORPORATION	 	 
	 	 	 	 	 	 	 
	
	 	By:
	 	/s/ Douglas B. Otto
	 	March 14, 2005
	
	 	 	 	 
	
	 	Name:
	 	Douglas B. Otto	 	     Date:
	
	 	Title:
	 	Chief Executive Officer	 	 
	 	 	 	 	 	 	 
	
	 	EXECUTIVE:	 	 
	 	 	 	 	 	 	 
	
	 	/s/ Angel R. Martinez
	 	March 14, 2005
	
	 	 
	
	 	ANGEL R. MARTINEZ
	 	     Date:






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EXHIBIT A

TO

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT




2005 Incentive Bonus Criteria




	 	 	 
	Executive:
	 	ANGEL R. MARTINEZ
	 	 	 
	Target Bonus:
	 	$103,500 @ 100% level
	 	 	 
	Minimum Bonus:
	 	$165,000






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Good	 	 	Very Good	 	 	Excellent	 
	 
	50% BASED ON TOPLINE PERFORMANCE
	 	 	 	 	 	 	 	 	 	 	 	 
	Sales + Backlog Percentage Increase
	 	 	10	%	 	 	15	%	 	 	20	%
	 
	 
	50% BASED ON EARNINGS PERFORMANCE
	 	 	 	 	 	 	 	 	 	 	 	 
	Earnings Per Share as Calculated to Above Sales
	 	 	*	 	 	 	*	 	 	 	*	 
	Increases
	 	 	_____	 	 	 	_____	 	 	 	_____	 
	 
	 
	BONUS LEVEL
	 	 	100	%	 	 	200	%	 	 	400	%
	 
	 





* To be inserted when confirmed



Bonus to be paid in accordance to method used in 2004.




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