**EXHIBIT 10.34****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement is made as of this 15th day of December, 2006, by and betweenOAKLEY, INC., a Washington corporation (the “Company”), andJEFF MOORAD (“Indemnified Party”).     WHEREAS, as of the date hereof, the Company has provisions for indemnification of itsdirectors and officers in Article V of its Articles of Incorporation (the “Articles ofIncorporation”) and Article VII of its Amended and Restated Bylaws (the “Bylaws”) which provide forindemnification 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 ofindemnification is a contract right of the covered parties;     WHEREAS, the Bylaws provide that the Company may maintain, at its expense, insurance toprotect itself and any of its directors and officers against liability asserted against suchpersons incurred in such capacity whether or not the Company has the power to indemnify suchpersons 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 ofpublicly owned companies are frequently joined as parties to Proceedings (as defined below) againsttheir 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, theCompany wishes to confirm the contract indemnification rights provided in the Bylaws and agrees toprovide Indemnified Party with the benefits contemplated by this Agreement and to supplement theprovisions of this Agreement with directors’ and officers’ liability insurance maintained by theCompany.     NOW, THEREFORE, in consideration of the promises, conditions, representations and warrantiesset forth herein, and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Company and Indemnified Party hereby agree as follows:       1. *Definitions*. The following terms, as used herein, shall have the following respectivemeanings; other capitalized terms used and not specifically defined in this Section 1 shall havethe meanings provided elsewhere in the Agreement and in the Bylaws:          (a) “Act” means the Washington Business Corporation Act RCW Title 23B, as amended from time totime.
 

 
          (b) “Adjudication” shall refer to a final, non-appealable decision by a court of competentjurisdiction. “Adjudged” shall have a correlative meaning.          (c) “Covered Amount” means any Loss, Fine and Expense, to the extent such Loss, Fine orExpense, in type or amount, is not insured under the D&O Insurance maintained by the Company fromtime to time.          (d) “Covered Act” means any act or omission of the Indemnified Party in his or her capacity asa director, officer, employee, agent, fiduciary or consultant of the Company alleged by anyclaimant or any claim against Indemnified Party by reason of him or her serving in such a capacity,or by reason of Indemnified Party serving, at the request of the Company, in such capacity withanother corporation, partnership, employee benefit plan, trust or other enterprise, in all cases,whether such alleged act or omission occurred before or after the date of this Agreement.          (e) “D&O Insurance” means the liability insurance which the Company may purchase on behalf ofIndemnified Party against liability asserted against or incurred by Indemnified Party in connectionwith claims arising from Covered Acts, whether or not the Company would have the power to indemnifythe individual against the same liability under Section 23B.08.510 or 23B.08.520 of the Act.          (f) “Determination” means a determination, based on the facts known at the time, made:               (i) by the Board of Directors by majority vote of a quorum consisting of directors not at thetime parties to the Proceeding;               (ii) if a quorum cannot be obtained under clause (i), by majority vote of a duly designatedcommittee of the Board of Directors, in the manner provided by Section 23B.08.550(2)(b) of the Act;               (iii) by special legal counsel, selected in the manner provided by Section 23B.08.550(2)(c) ofthe Act, in a written opinion; or               (iv) by a majority of the shareholders of the Company, excluding shares owned or voted underthe control of directors who are at the time parties to the Proceeding.       “Determined” shall have a correlative meaning.          (g) “Excluded Claim” means any payment for Losses, Fines or Expenses in connection with anyclaim relating to or arising out of:               (i) acts or omissions of the Indemnified Party Adjudged to be intentional misconduct or aknowing violation of law;               (ii) conduct of the Indemnified Party Adjudged to be in violation of Section 23B.08.310 of theAct; or
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               (iii) any transaction with respect to which it was Adjudged that such Indemnified Partypersonally received a benefit in money, property, or services to which the Indemnified Party wasnot legally entitled.          (h) “Expenses” means any reasonable expenses incurred by Indemnified Party as a result of aclaim or claims made against Indemnified Party from Covered Acts, including, without limitation,reasonable counsel fees and costs of investigative, judicial or administrative proceedings orappeals.          (i) “Fines” means any fine or penalty including, with respect to an employee benefit plan, anyexcise tax assessed with respect thereto.          (j) “Losses” means amounts, as determined by an Adjudication, which the Indemnified Party islegally obligated to pay as a result of a claim or claims arising from Covered Acts, including,without limitation, Fines, damages and judgments and sums paid in settlement of such claim orclaims.          (k) “Proceeding” means any threatened, pending or completed action, suit, proceeding orinvestigation, whether civil, criminal or administrative whether formal or informal.       2. *Maintenance of D&O Insurance.*          (a) The Company hereby covenants and agrees that, so long as Indemnified Party shall continueto serve as a director or executive officer of the Company and thereafter, for so long asIndemnified Party shall be subject to any possible Proceeding arising from any Covered Act, theCompany, subject to Section 2(c), shall maintain in full force and effect D&O Insurance.          (b) In all policies of D&O Insurance, Indemnified Party shall be named as an insured in such amanner as to provide Indemnified Party the same rights and benefits, and the same limitations, asare accorded to the Company’s directors or executive officers most favorably insured by suchpolicy.          (c) The Company shall have no obligation to maintain D&O Insurance if the Company, by majorityvote of the Board of Directors, determines in good faith that such insurance is not reasonablyavailable, the premium costs for such insurance are disproportionate to the amount of coverageprovided, or the coverage provided by such insurance is limited by exclusions so as to provide aninsufficient benefit; provided, however, that such decision shall not adverselyaffect coverage of D&O Insurance for periods prior to such decision without the unanimous vote ofall directors.       3. *Indemnification*. The Company shall indemnify Indemnified Party up to the Covered Amountand shall advance any and all Expenses to Indemnified Party in connection with any Proceeding orany Covered Act, subject, in each case, to the further provisions of this Agreement. ThisAgreement is made pursuant to and to effectuate the indemnification provisions set forth in ArticleV of the Articles of Incorporation and Article VII of the Bylaws. Notwithstanding any otherprovision of this Agreement, the
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Company shall indemnify Indemnified Party to the extent Indemnified Party is successful, onthe merits or otherwise, in the defense of any Proceeding to which Indemnified Party was a partybecause 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 forany Losses or Expenses which arise from an Excluded Claim.       5. *Indemnification Procedures.*          (a) Promptly after receipt by Indemnified Party of notice of the commencement of or the threatof commencement of any Proceeding, Indemnified Party shall, if indemnification or advancement ofExpenses with respect thereto may be sought from the Company under this Agreement, notify theCompany of the commencement or the threat of commencement thereof.          (b) If, at the time of the receipt of such notice, the Company has D&O Insurance in effect,the Company shall give prompt notice of the commencement or the threat of commencement of suchProceeding to the appropriate insurers in accordance with the procedures set forth in therespective policies in favor of Indemnified Party. The Company shall thereafter take all necessaryor desirable action to cause such insurers to, in accordance with the terms of such policies: (i)advance, to the extent permitted by law, any and all Expenses to Indemnified Party, (ii) pay, onbehalf of Indemnified Party, all amounts (including, without limitation, Losses and Expenses)payable as a result of, or in connection with, such Proceeding and (iii) reimburse IndemnifiedParty for all amounts (including, without limitation, Losses and Expenses) paid by IndemnifiedParty as a result of, or in connection with, such Proceeding.          (c) To the extent the Company does not, at the time of the commencement of or the threat ofcommencement of such Proceeding, have applicable D&O Insurance, or if a Determination is made thatany Loss, Fine or Expense of the Indemnified Party arising out of such Proceeding will not bepayable under the D&O Insurance then in effect, the Company shall be obligated to pay the CoveredAmount with respect to any Proceeding and to provide counsel satisfactory to Indemnified Party uponthe delivery to Indemnified Party of written notice of the Company’s election to do so. Afterdelivery of such notice, the Company will not be liable to Indemnified Party under this Agreementfor any legal or other Expenses subsequently incurred by the Indemnified Party in connection withsuch defense other than the reasonable Expenses of investigation of Indemnified Party;provided, that Indemnified Party shall have the right to employ his or her own counsel inconnection with the defense of any such Proceeding, the fees and expenses of such counsel incurredafter delivery of notice from the Company of its assumption of such defense to be at theIndemnified Party’s sole expense. Notwithstanding the foregoing, if (i) the employment of counselby Indemnified Party has been previously authorized by the Company, (ii) Indemnified Party shallhave been advised by counsel that there may be a conflict of interest between the Company andIndemnified Party in the conduct of any such defense or (iii) the Company shall not, in
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fact, have employed counsel to assume the defense of such Proceeding, in each such case, thefees and expenses of such counsel retained by Indemnified Party shall be at the expense of theCompany. In the event Indemnified Party is entitled to employ counsel at the Company’s expensepursuant to the terms of this Paragraph 5(c), and if so requested in writing by Indemnified Party,the Company shall advance any and all Expenses to Indemnified Party to the extent permitted by law.          (d) All payments on account of the Company’s indemnification or advancement obligations underParagraph 5(b) of this Agreement shall be made within sixty (60) days of Indemnified Party’swritten request therefor unless a Determination is made that the claims giving rise to IndemnifiedParty’s request are Excluded Claims or otherwise not payable under this Agreement. All payments onaccount of the Company’s obligations under Paragraph 5(c) of this Agreement shall be made within 20days of Indemnified Party’s written request therefor, subject to Paragraph 5(e) of this Agreement.          (e) In the event that (i) a Determination is made that the claims giving rise to IndemnifiedParty’s request are Excluded Claims or otherwise not payable under this Agreement or (ii) it isAdjudged that the Indemnified Party is not entitled to be indemnified by the Company for Losses orExpenses under this Agreement, the Articles of Incorporation, the Bylaws or the Act, the Companyshall have no obligation to indemnify, or advance any Expenses to Indemnified Party. Further, ineither case, Indemnified Party agrees that he or she will reimburse the Company for all Losses andExpenses paid by the Company and all Expenses advanced by the Company in connection with suchProceeding against Indemnified Party.       6. *Settlement*. The Company shall have no obligation to indemnify Indemnified Party under thisAgreement for any amounts paid in settlement of any Proceeding effected without the Company’s priorwritten consent. The Company shall not settle any claim in any manner which would impose any lossor expense on Indemnified Party without Indemnified Party’s prior written consent, unless theCompany provides a written undertaking to the Indemnified Party to pay for such loss or expense onbehalf of the Indemnified Party. Neither the Company nor Indemnified Party shall unreasonablywithhold their consent to any proposed settlement.       7. *Rights Not Exclusive*. The rights provided hereunder shall be in addition to any otherrights 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 inIndemnified Party’s official capacity and as to action in any other capacity, and such rights shallcontinue after Indemnified Party ceases to serve the Company as a director or officer.       8. *Enforcement.*          (a) Indemnified Party’s rights to indemnification or advancement of Expenses hereunder shallbe enforceable by Indemnified Party notwithstanding any adverse Determination. In any such action,if a prior adverse Determination has been made, the burden of proving that indemnification oradvancement of Expenses is required
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under this Agreement, the Articles of Incorporation, the Bylaws or the Act shall be on theIndemnified Party. The Company shall have the burden of proving that indemnification oradvancement of Expenses is not required under this Agreement if no prior adverse Determinationshall have been made.          (b) In the event that any action is instituted by Indemnified Party under this Agreement, orto enforce or interpret any of the terms of this Agreement, Indemnified Party shall be entitled tobe paid all court costs and expenses, including reasonable counsel fees, incurred by IndemnifiedParty with respect to such action, unless the court determines that each of the material assertionsmade by Indemnified Party as a basis for such action were not made in good faith or were frivolous.       9. *No Presumptions*. For purposes of this Agreement, the termination of any Proceeding byjudgment, order, settlement (whether with or without court approval) or conviction, or upon a pleaof nolo contendre, or its equivalent, shall not create a presumption that the Indemnified Party didnot meet any particular standard of conduct or have any particular belief or that a court hasdetermined that indemnification or advancement of Expenses by the Company is not permittedhereunder or by applicable law. In addition, neither the absence of a Determination as to whetherIndemnified Party has met any particular standard of conduct or had any particular belief or theexistence of a Determination that Indemnified Party has not met such standard of conduct or did nothave such belief, prior to the commencement of legal proceedings by Indemnified Party to secure anAdjudication that Indemnified Party should be indemnified or advanced or reimbursed Expenseshereunder or under applicable law, shall be a defense to Indemnified Party’s claim or create apresumption that Indemnified Party has not met any particular standard of conduct or did not haveany particular belief.       10. *Subrogation*. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnified Party, whoshall execute all papers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents necessary to enable the Company to effectivelybring suit to enforce such rights.       11. *No Duplication of Payments*. The Company shall not be liable under this Agreement to makeany payment in connection with any Proceeding against Indemnified Party to the extent IndemnifiedParty has otherwise actually received payment (under any D&O Insurance , the Articles ofIncorporation, 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 courtof competent jurisdiction to require the Company to do or to fail to do an act which is inviolation of the Articles of Incorporation, the Bylaws or the Act or other applicable law, suchprovision shall be limited or modified in its application to the minimum extent necessary to avoidsuch violation, and, as so limited or modified, such provision and the remainder of this Agreementshall be enforceable in accordance with the respective terms.
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       13. *Choice of Law*. This Agreement shall be governed by, construed and enforced in accordancewith 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 andassigns of the Company (including any transferee of all or substantially all of the Company’sassets and any successor by merger or otherwise by operation of law) and (ii) binding on and inureto the benefit of the heirs, personal representatives and estate of Indemnified Party. IndemnifiedParty may not assign this Agreement or any of Indemnified Party’s rights hereunder without theprior written consent of the Company.       15. *Amendment*. No amendment, modification, termination or cancellation of this Agreementshall be effective unless made in a writing signed by each of the parties hereto.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
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     IN WITNESS WHEREOF, the Company and Indemnified Party have executed this IndemnificationAgreement as of the date first above written.      OAKLEY, INC.