Exhibit 10.49


 


DECKERS
OUTDOOR CORPORATION


DEFERRED
STOCK UNIT COMPENSATION PLAN


(a Sub
Plan under the Deckers Outdoor Corporation 2006 Equity Incentive Plan)


 


1.             Definitions.


 


(a)           “Board” means the
Board of Directors of the Company.


 


(b)           “Company” means Deckers
Outdoor Corporation., a Delaware corporation and any affiliate.


 


(c)           “Common Stock” means
the common stock, par value $0.01 per share, of the Company.


 


(d)           “Deferred Stock
Units” means deferred stock units granted to the Participant as a form of Stock
Unit Award under the Equity Incentive Plan.


 


(e)           “Deferred Stock Unit
Account” means the separate account maintained on the books of the Company for
each Participant pursuant to Section 4.


 


(f)            “Director” means
any member of the Board who is not an employee of the Company or any of its
subsidiaries.


 


(g)           “Disability” means
that the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
Company.


 


(h)           “Dividend Equivalent
Stock Units” means the additions to the Participant’s Deferred Stock Unit
Account described in Section 4.


 


(i)            “Employee” means
any employee of the Company.


 


(j)            “Effective Date”
means October 1, 2008.


 


(k)           “Equity Incentive
Plan” means the Deckers Outdoor Corporation 2006 Equity Incentive Plan.


 

















 


(l)            “Participant” means
a Director or Employee who elects to participate in this Plan as provided in Section 3.


 


(m)          “Plan” means the
Deckers Outdoor Corporation. Deferred Stock Unit Compensation Plan.  The Plan is a sub-plan under the Equity
Incentive Plan.


 


(n)           “Restricted Stock”
means restricted stock granted to the Participant as a form of Stock Award
under the Equity Incentive Plan.


 


(o)           “Section 409A”
means Section 409A of the Internal Revenue Code of 1986, as amended.


 


(p)           “Stock Award” has
the same meaning as the definition of that term in the Equity Incentive Plan.


 


2.             Administration.


 


(a)           The Plan shall be
administered by the Board.  The Board
shall also have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and
decide any and all questions as may arise in connection with the interpretation
or application of the Plan.  The Board
may delegate some or all of its powers and authority hereunder to the
Compensation Committee of the Board, as the Board deems appropriate.


 


(b)           The decision or
action of the Board (or the Compensation Committee) in respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final, conclusive and binding upon Participants and all
other persons having or claiming any interest in the Plan.


 


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3.             Participation.


 


(a)           A Director or Employee who holds an
unvested Stock Award in the form of Restricted Stock (“Restricted Stock Award”)
that was granted under the Equity Incentive Plan may elect to participate in
the Plan by filing a written election with the Company, on such form as may be
prescribed by the Board, to defer the vesting of up to 100% of Participant’s
outstanding unvested Restricted Stock Awards made in any calendar year.


 


(b)           Except
as provided below, a deferral election shall become effective on the first day
of the calendar year following the date the election is made and shall be
effective only as to outstanding unvested Restricted Stock Awards that would
otherwise vest in the calendar year following the date the election is
made.  A new deferral election must be
made by a Participant for each calendar year.


 


(c)           Notwithstanding
anything contained herein to the contrary, a Participant may make a deferral
election within thirty (30) days after a grant of a Stock Award under the
Equity Incentive Plan to such Participant; provided, however, such election may
only be made if: (i) the Stock Award is unvested on the date of the
election, and (ii) none of the Stock Award will vest or become
transferable prior to twelve (12) months from the date such election is made.


 


4.             Deferred Stock Unit Account


 


(a)           For each share of Common Stock held
pursuant to a Restricted Stock Award that is subject to a deferral election as
set forth in Section 3 above, the Participant shall receive one Deferred
Stock Unit under the Equity Incentive Plan in exchange for the cancellation of
such Restricted Stock Award.  The
Deferred Stock Units that are granted pursuant to a Participant’s deferral
election shall be credited to the Participant’s Deferred Stock Unit Account.


 


(b)           Whenever any cash dividends are
declared on the Common Stock, on the date such dividend is paid the Company
will credit the Deferred Stock Unit Account of each Participant with a number
of Dividend Equivalent Units equal to the result of dividing (i) the
product of (x) the total number of Deferred Stock Units and Dividend
Equivalent Units credited to the Participant’s Deferred Stock Unit Account on
the record 


 


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date for such dividend
and (y) the per share amount of such dividend by (ii) the Fair Market
Value (as such term is defined in the Equity Incentive Plan) of one share of
Common Stock on the date such dividend is paid by the Company to the holders of
Common Stock.


 


5.             Settlement
of Deferred Stock Unit Account.


 


(a)           Unless the
Participant elects to change the time of settlement in accordance with the last
sentence of this Section 5(a), settlement of the Participant’s Deferred
Stock Unit Account shall be made by a transfer of shares of Common Stock in
accordance with the Participant’s election filed with the Company (or, if
earlier as provided in paragraph (b) of this Section), on such form as may
be prescribed by the Board on the earlier of (i) the date specified in the
election or (ii) within 30 days after the termination for any reason (including
Disability) of (A) the Participant’s service as a Director if the
Participant is a Director or (B) the Participant’s employment if the
Participant is an Officer.


 


The Participant
may change the time of settlement of the Deferred Stock Unit Account by filing
a new election form with the Company, provided that (i) the
election will not take effect for at least 12 months after the date on which it is made as
required by Section 409A of the Code (i.e., the election must be made at
least 12 months in advance) and (ii) the new settlement date must
be at least five (5) years after the date the Deferred Stock Unit Account
would otherwise have been settled.


 


(b)           Notwithstanding
anything contained herein to the contrary, in the event of a Change of Control (as defined
in the Equity Incentive Plan) or a Participant’s death prior to settlement of
the Deferred Stock Unit Account, then regardless of a Participant’s election or change in
election of the applicable time of settlement, the settlement of the
Participant’s Deferred Stock Unit Account shall be made by issuance of shares
of Common Stock (to the Participant’s beneficiary as provided in Section 6
in the event of the Participant’s death) immediately before the Change of
Control or, if settlement is due to the Participant’s death, then within thirty
(30) days following the date of the Participant’s death.


 


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(c)           Notwithstanding
anything contained herein the contrary, in the event settlement of the
Participant’s Deferred Stock Unit Account is to be made by reason of the
Participant’s termination of service or termination of employment, other than
by reason of death or Disability, no issuance of shares of Common Stock shall
be made until six months after such termination of service if the Participant
is a “specified employee” as defined in Internal Revenue Code Section 409A
and the regulations published thereunder.


 


(d)           Settlement of the
Deferred Stock Unit Account shall be made in shares of Common Stock, with one
share payable for each Deferred Stock Unit and each Dividend Equivalent Unit
credited to the Participant’s Deferred Stock Unit Account.


 


6.             Beneficiary Designation.


 


Each Participant
shall have the right, at any time, to designate any person or persons as his beneficiary
or beneficiaries in whose favor settlement of the deceased Participant’s
Deferred Stock Unit Account shall be made in the event of his death prior to
settlement such Deferred Stock Unit Account. 
Any beneficiary designation may be made or changed by a Participant by a
written instrument, in such form prescribed by the Board, which is filed with
the Company prior to the Participant’s death. 
If a Participant fails to designate a beneficiary, or if all designated
beneficiaries predecease the Participant, then the Deferred Stock Unit Account
shall be settled in favor of the Participant’s estate.


 


7.             Amendment; Cessation of Deferrals.


 


(a)           The Board may amend
the Plan at any time in whole or in part; provided that no amendment may
adversely affect the rights of a Participant to receive amounts properly
credited to the Participant’s Deferred Stock Unit Account in accordance with
the Plan prior to such amendment.


 


(b)           The Board may, in
its sole discretion, cease future deferrals under the Plan at any time.  In such event, settlement of the Deferred
Stock Unit Accounts of Participants will continue to be made as provided in Section 5.


 


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8.             Miscellaneous.


 


(a)           The Company’s
obligation to settle any Participant’s Deferred Stock Unit Account under the
Plan shall be contractual only and all shares of Common Stock used for this
purpose shall be credited against the shares reserved for issuance of
Restricted Stock Awards set forth in Section 3 of the Equity Incentive
Plan.


 


(b)           Neither a
Participant nor any other person shall have any right to sell, assign,
transfer, pledge, anticipate, or otherwise encumber, the amounts, if any,
payable hereunder, to the Participant or such other person.  No part of the amounts payable under the Plan
shall be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant’s
or any other person’s bankruptcy or insolvency.


 


(c)           In the event of a
stock split, stock dividend, recapitalization or other event described in Section 15
of the Equity Incentive Plan the provisions of said Section 15 shall apply
to Deferred Stock Units and the related Dividend Equivalent Stock Units
credited to the Participant’s Deferred Stock Unit Account; provided, however,
that the determination of adjustments shall be made by the Board.


 


(d)           Neither the
Participant nor any other person shall have any rights as a stockholder of the
Company under the Plan with respect to the Deferred Stock Units or Dividend
Equivalent Stock Units credited to the Participant’s Deferred Stock Unit
Account until their settlement in shares of Common Stock by their issuance to
the Participant or the beneficiary of the Participant.


 


(e)           This Plan shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without reference to principles of conflict of laws.


 


(f)            This Plan in
intended to comply, and shall be administered in a manner that is intended to
comply, with Section 409A and shall be construed and interpreted in
accordance with such intent.  Any
provision of this Plan that would cause the Plan to fail to satisfy Section 409A
shall be amended to comply with Section 409A on a timely basis, which may
be made retroactively, in accordance with regulations and other guidance issued
under Section 409A.


 


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