Exhibit 10.28

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is made as of this 7th day of February, 2003, by and between OAKLEY, INC., a Washington corporation (the "Company"), and
Colin Baden.

WHEREAS,
as of the date hereof, the Company has provisions for indemnification of its directors and officers in Article V of its Amended and Restated Articles of Incorporation
(the "Articles of Incorporation") and Article VII of its Bylaws (the "Bylaws") which provide for indemnification of the Company's directors and officers to the fullest extent permitted by law;

WHEREAS,
the indemnification provisions in the Bylaws provide that the right of indemnification is a contract right of the covered parties;

WHEREAS,
the Bylaws provide that the Company may maintain, at its expense, insurance to protect itself and any of its directors and officers against liability asserted against such
persons incurred in such capacity whether or not the Company has the power to indemnify such persons against the same liability under Section 23B.08.510 or .520 of the Act (as defined below) or
a successor statute;

WHEREAS,
the Company and the Indemnified Party recognize that the officers and directors of publicly owned companies are frequently joined as parties to Proceedings (as defined below)
against their respective companies as a result of their serving in such capacity; and

WHEREAS,
in order to induce Indemnified Party to serve or continue to serve the Company, the Company wishes to confirm the contract indemnification rights provided in the Bylaws and
agrees to provide Indemnified Party with the benefits contemplated by this Agreement and to supplement the provisions of this Agreement with directors' and officers' liability insurance maintained by
the Company.

NOW,
THEREFORE, in consideration of the promises, conditions, representations and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Indemnified Party hereby agree as follows:

1.Definitions.The following terms, as used herein, shall have the following respective meanings; other
capitalized terms used and not specifically defined in this Section 1 shall have the meanings provided elsewhere in the Agreement and in the Bylaws:



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2.Maintenance of D&O Insurance.



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3.Indemnification.The Company shall indemnify Indemnified Party up to the Covered Amount and shall advance any
and all Expenses to Indemnified Party in connection with any Proceeding or any Covered Act, subject, in each case, to the further provisions of this Agreement. This Agreement is made pursuant to and
to effectuate the indemnification provisions set forth in Article V of the Articles of Incorporation and Article VII of the Bylaws. Notwithstanding any other provision of this Agreement,
the Company shall indemnify Indemnified Party to the extent Indemnified Party is successful, on the merits or otherwise, in the defense of any Proceeding to which Indemnified Party was a party because
of being a director, officer, employee, agent, fiduciary or consultant of the Company, against reasonable Expenses incurred by Indemnified Party in connection with the Proceeding.

4.Excluded Coverage.The Company shall have no obligation to indemnify Indemnified Party for any Losses or
Expenses which arise from an Excluded Claim.

5.Indemnification Procedures.



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6.Settlement.The Company shall have no obligation to indemnify Indemnified Party under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company's prior written consent. The Company shall not settle any claim in any manner which would impose any loss or expense on
Indemnified Party without Indemnified Party's prior written consent, unless the Company provides a written undertaking to the Indemnified Party to pay for such loss or expense on behalf of the
Indemnified Party. Neither the Company nor Indemnified Party shall unreasonably withhold their consent to any proposed settlement.

7.Rights Not Exclusive.The rights provided hereunder shall be in addition to any other rights to which
Indemnified Party may be entitled under the Articles of Incorporation, the Bylaws, the Act, any agreement or vote of shareholders or directors or otherwise, both as to action in Indemnified Party's
official capacity and as to action in any other capacity, and such rights shall continue after Indemnified Party ceases to serve the Company as a director or officer.

8.Enforcement.



9.No Presumptions.For purposes of this Agreement, the termination of any Proceeding by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendre, or its equivalent, shall not create a presumption that the Indemnified Party did not meet any
particular standard of conduct or have any particular belief or that a court has determined that indemnification or advancement of Expenses by the Company is not permitted hereunder or by applicable
law. In addition, neither the absence of a Determination as to whether Indemnified Party has met any particular standard of conduct or had any particular belief or the existence of a Determination
that Indemnified Party has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnified Party to secure an Adjudication that Indemnified
Party should be indemnified or advanced or reimbursed Expenses hereunder or under

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applicable law, shall be a defense to Indemnified Party's claim or create a presumption that Indemnified Party has not met any particular standard of conduct or did not have any particular belief.

10.Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnified Party, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company to effectively bring suit to enforce such rights.

11.No Duplication of Payments.The Company shall not be liable under this Agreement to make any payment in
connection with any Proceeding against Indemnified Party to the extent Indemnified Party has otherwise actually received payment (under any D&O Insurance, the Articles of Incorporation, the Bylaws,
the Act or otherwise) of the amounts which may be paid hereunder.

12.Severability.In the event that any provision of this Agreement is determined by a court of competent
jurisdiction to require the Company to do or to fail to do an act which is in violation of the Articles of Incorporation, the Bylaws or the Act or other applicable law, such provision shall be limited
or modified in its application to the minimum extent necessary to avoid such violation, and, as so limited or modified, such provision and the remainder of this Agreement shall be enforceable in
accordance with the respective terms.

13.Choice of Law.This Agreement shall be governed by, construed and enforced in accordance with the laws of
the State of Washington, without reference to conflicts of law principles therein.

14.Successors and Assigns.This Agreement shall be (i) binding upon all successors and assigns of the
Company (including any transferee of all or substantially all of the Company's assets and any successor
by merger or otherwise by operation of law) and (ii) binding on and inure to the benefit of the heirs, personal representatives and estate of Indemnified Party. Indemnified Party may not assign
this Agreement or any of Indemnified Party's rights hereunder without the prior written consent of the Company.

15.Amendment.No amendment, modification, termination or cancellation of this Agreement shall be effective
unless made in a writing signed by each of the parties hereto.

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IN
WITNESS WHEREOF, the Company and Indemnified Party have executed this Indemnification Agreement as of the date first above written.

| | OAKLEY, INC.
| | ------------
| | By:         
| | Name:       
| | Title:      
| |             

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