EX-10.1






SKECHERS U.S.A., INC.

EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (“Agreement” herein) is entered into as of January 1, 2018, by and
between SKECHERS U.S.A., INC., a Delaware corporation (the “Company”), and DAVID WEINBERG
(“Employee”).



1. Employment and Duties. The Company hereby employs Employee as Chief Operating
Officer of the Company on the terms and subject to the conditions contained in this Agreement.
Employee hereby accepts such employment and agrees to perform in good faith and to the best of
Employee’s ability all services which may be required of Employee hereunder, to do what is asked of
him, and to be available to render services at all times and places in accordance with such
directions, requests, rules and regulations made by the Company in connection with Employee’s
employment. Employee hereby acknowledges and understands the duties and services that are expected
of him hereunder, and he hereby represents that he has the experience and knowledge to perform such
duties and services. Employee shall report to the Chief Executive Officer Robert Greenberg, or
such other executive officer as may be designated by the Company. Employee shall be based at the
Company’s corporate offices. Employee understands, however, that Employee may be required to
travel within and outside of the State of California to discharge his duties hereunder.



2. Devotion to Company Business. Employee shall devote his full business time,
ability, and attention to the business of the Company during the term of this Agreement and shall
not during the term of this Agreement engage in any other business activities, duties, or pursuits
whatsoever, or directly or indirectly render any services of a business, commercial, or
professional nature to any other person or organization, whether for compensation or otherwise,
without the prior written consent of the Company’s Board of Directors. It shall not be a violation
of this Agreement for Employee to (a) engage in charitable or community activities, or in trade or
professional organizations, or (b) manage personal investments, as long as such activities do not
significantly interfere with the performance of Employee’s responsibilities as an employee of the
Company in accordance with this Agreement. Nothing in this Agreement shall be interpreted to
prohibit Employee from making passive personal investments. However, Employee shall not directly
or indirectly acquire, hold, or retain any interest in any business competing with or similar in
nature to the business of the Company, except as permitted by Company policies or authorized by the
The Board of Directors.



3. Fiscal Year and Term of Employment Agreement. The Company’s fiscal year is January
1 through December 31 of each year (“Fiscal Year”), with the respective fiscal quarters ending
March 31, June 30, September 30 and December 31 of each year (“Fiscal Quarter”). The term of this
Agreement shall commence as of the date hereof and shall terminate on December 31, 2021 (the
“Term”), unless sooner terminated as provided herein.



4. Compensation. As compensation for Employee’s services hereunder and all the rights
granted hereunder by Employee to the Company, Employee will be entitled to the following pay and
benefits:



4.1 Salary. The Company will pay Employee a gross salary of not less than USD
$2,875,000 per fiscal year during the term of this Agreement. Employee’s salary shall be payable
in bi-weekly increments in accordance with the Company’s payroll practices for salaried employees.



4.2 Annual Bonus. Employee will be eligible to receive an annual bonus in an amount
of not less than 0.165% percent of the amount which net sales for the applicable Fiscal Year during
the Term exceed net sales for the prior Fiscal Year, such amounts being payable on a quarterly
basis during the Term in an amount which net sales for the applicable Fiscal Quarter exceed net
sales for the corresponding Fiscal Quarter in the prior year. The bonus, if any, for each such
Fiscal Quarter will be paid no later than the end of the Fiscal Quarter following the Fiscal
Quarter in which the bonus is earned.



4.3 Restricted Stock. Employee and the Company acknowledge the Company’s (i) October
21, 2014 Restricted Stock Agreement granting Employee an award of 90,000 shares (adjusted for
split) of restricted Class A Common Stock of the Company, which vest as follows: 45,000 shares on
each of March 1, 2017 and 2018; (ii) March 30, 2016 Restricted Stock Agreements granting Employee
an award of 175,000 shares of restricted Class A Common Stock of the Company, which vest as
follows: 50,000 shares on each of May 1, 2017 and 2018, and 37,500 shares on each of May 1, 2019
and 2020; and (iii) January 12, 2018 Restricted Stock Award Grant Notice granting Employee an award
of 327,000 shares of restricted Class A Common Stock of the Company, which vest as follows: 63,500
shares on each of March 1, 2019 and March 1, 2020 and 100,000 shares on each of March 1, 2021 and
March 1, 2022 (collectively, “Employee’s Restricted Stock Agreements”), which are all subject to
the terms and conditions of the Company’s 2007 Incentive Award Plan and the restricted stock
agreement thereunder entered into between Employee and the Company (the “Company’s Incentive Award
Plan”). Employee and the Company further acknowledge that the grant of restricted stock under this
Section 4.3 is over and above any stock that had previously been granted to Employee and not in
lieu of any such stock.



4.4 Automobile Allowance. The Company will provide Employee with a Company car
commensurate with his position to use for Company business and will pay the autormobile insurance
premiums on Employee’s behalf.



4.5 Vacation. Employee shall have the right during each one year period of the term
of this Agreement to earn and accrue four weeks of paid vacation, in accordance with and subject
to the provisions of the Company’s vacation policy in effect from time to time. Employee may take
accrued vacation at such times that are mutually convenient to Employee and the Company, subject to
the business requirements of the Company.



4.6 Employee Plans, etc. Employee shall be entitled to participate, to the same
extent as other officers of the Company, in any bonus compensation plan, stock purchase or stock
option plan, group life insurance plan, group medical insurance plan and other compensation or
employee benefit plans (collectively, “Plans”) which are generally available to a majority of the
other officers of the Company during the term hereof and for which Employee shall qualify. Employee
further understands, however, that the Board of Directors, or such committee or person or persons
designated by the Board of Directors, shall determine in its sole discretion (i) whether any
Plans are made available to a majority of the officers of the Company; (ii) whether one or more
Plans are adopted solely for the Chief Executive Officer and/or one or more (but not a majority) of
the officers of the Company; (iii) whether one or more Plans are made available to a majority of
the officers; and (iv) the amounts payable or the benefits provided thereunder to each
participant in whole or in part. Employee agrees and acknowledges that he has no vested interest
in the continuance of any Plan, and that no Plan in existence on the date of this Agreement has
acted as a material inducement to Employee in entering into this Agreement.



4.7 Other Benefits. Employee shall be entitled to participate, in the same manner and
to the same extent as other officers of the Company, in all of the Company’s employee benefits as
described in the Company’s Employee Handbook. However, nothing shall require or obligate the
Company to adopt or implement, or to prevent, preclude or otherwise prohibit the Company from
amending, modifying, continuing, discontinuing, or otherwise terminating any particular employee
benefit plan, program or arrangement.



4.8 Company Airplane. Employee will be entitle to reasonable use of the Company’s
private airplane, subject to availability determined by the Company’s business needs and the
ranking of Company employees who are entitled to use the airplane. Use of the airplane solely for
business purposes will not be treated as compensation to Employee. Use of the airplane with a
guest or for other personal matters will be treated as compensation to Employee, and will be
reported on an IRS W-2 Form issued to Employee. The Compensation Committee of the Company’s Board
of Directors will have sole discretion (i) to determine whether or not Employee’s use of the
airplane will be treated as compensation to Employee, (ii) to determine the amount of compensation
that will be attributed to Employee, in accordance with IRS regulations, and (iii) to put
limitations on Employee’s use of the airplane for purposes treated as compensation to Employee.



5. Expense Reimbursement. Employee shall be reimbursed by the Company for all
traveling, hotel, entertainment and other expenses that are properly and necessarily incurred by
Employee, consistent with Employee’s position with the Company and the Company’s policies on the
same.



6. Termination of Employment. This Agreement shall terminate automatically as of the
expiration date set forth in Section 3, above, without notice by either party, unless renewed by
mutual written agreement of Employee and the Company. In addition, this Agreement and Employee’s
employment may be terminated earlier only as follows:



6.1 Death. This Agreement and Employee’s employment shall terminate upon Employee’s
death.



6.2 Disability. The Company may terminate this Agreement and Employee’s employment,
by providing written notice of such termination to Employee, if Employee shall suffer a physical or
mental disability which renders Employee unable to perform the essential functions of his job, with
or without reasonable accommodation. Subject to the provisions of the Americans With Disabilities
Act and applicable state law, Employee shall be presumed to be disabled if Employee is unable to
substantially perform the services required of Employee hereunder for a period in excess of 60
consecutive work days or 60 work days during any 90 work day period. In such event, Employee shall
be presumed to be disabled as of such 60th workday.



6.3 For Cause. The Company may terminate this Agreement and Employee’s employment for
“Cause” by providing written notice of such termination to Employee. For purposes of this
Agreement, “Cause” shall mean: (i) Employee willfully breaches or habitually neglects the duties
that Employee is required to perform under this Agreement; (ii) Employee commits an intentional act
of moral turpitude that has a material detrimental effect on the reputation or business of the
Company; (iii) Employee is convicted of a felony or commits any material act of dishonesty, fraud
or intentional misrepresentation; (iv) Employee engages in an unauthorized disclosure or use of
inside information, trade secrets or other confidential information; or (v) Employee willfully
breaches a fiduciary duty, or violates any law, rule or regulation, which breach or violation
results in a material adverse effect on the Company. If the Company decides to terminate
Employee’s employment for Cause, the Company will provide Employee with notice specifying the
grounds for termination, accompanied by a brief written statement of the relevant facts supporting
such grounds.



6.4 Without Cause. The Company may terminate this Agreement and Employee’s employment
without cause upon providing written notice of such employment termination to Employee.



6.5 Voluntary Termination Without Good Reason . Employee may voluntarily terminate
this Agreement and Employee’s employment with the Company without “Good Reason” as defined in
Section 6.6, below, upon providing one hundred twenty (120) days written notice of such termination
to the Company, provided, however, that the Company may waive any part or all of the notice period
and accelerate the date of termination accordingly, in its sole and absolute discretion.”



6.6 Voluntary Termination for Good Reason. Employee may terminate this Agreement and
Employee’s employment for “Good Reason” upon providing written notice of such employment
termination to the Company. For purposes of this Agreement, “Good Reason” shall mean the
occurrence of any of the following without Cause, unless the Company has Employee’s prior written
consent: (i) Employee is removed from his position specified in Section 1, above, and is not placed
in a reasonably comparable or higher position; (ii) an unreasonable reduction in the duties defined
in Section 1, above, provided, however, that the term Good Reason does not include a situation
where duties defined in Section 1, above, are removed from Employee’s responsibilities and are
replaced with duties that have greater responsibility and/or authority than the duties that are
removed; (iii) Employee is demoted or his annual salary is reduced or his benefits and annual
compensation package is materially reduced; (iv) Employee is required to relocate outside of Los
Angeles County to continue employment; or (v) Employee’s employment conditions are altered to the
material detriment of Employee. Voluntary termination will not be considered to be for Good Reason
unless (i) Employee gives written notice of such termination to the Company within ninety (90) days
of learning from an authoritative source that the Company has acted so as to provide Good Reason
for Employee to terminate this Agreement, (ii) Employee gives ninety (90) days’ written notice of
such termination to the Company, specifying in detail the actions that constitute Good Reason, and
(iii) the Company does not cure the actions that would constitute Good Reason within ninety (90)
days of its receipt of the notification.



6.7 Change in Control. The Company and/or its successor may terminate this Agreement
and Employee’s employment in connection with a Change in Control, as defined and provided in
Section 8.4, below.



7. Notice and Effective Date of Termination.



7.1 Notice. Any termination of this Agreement and Employee’s employment by the
Company or by Employee during the Term of this Agreement (other than as a result of death) shall be
communicated by written notice of termination to the other party hereto.



7.2 Date of Termination. The Date of Termination shall be:




(a) If Employee’s employment is terminated by Employee’s Death, the date of Employee’s
death;




(b) If Employee’s employment is terminated by reason of Disability, the 31st day
following delivery of the notice of termination;




(c) If Employee’s employment is voluntarily terminated by Employee without Good Reason,
the 120th day following delivery of the notice of termination by Employee to the
Company, unless the Company accelerates the date of termination as specified in Section 6.5,
in which event the date of termination will be the accelerated date specified by the
Company;




(d) If Employee’s employment is terminated by the Company for Cause, the date on which
the notice of termination is delivered by the Company to Employee;




(e) If Employee’s employment is terminated without Cause by the Company, the date on
which a notice of termination is delivered by the Company to Employee.




(f) If Employee’s employment is terminated by Employee for Good Reason, the
91st day after the date on which a notice of termination is delivered by Employee
to the Company, provided that the Company has not cured the actions that would constitute
Good Reason within ninety (90) days of its receipt of the notification.




(g) If Employee’s employment terminates by reason of a Change in Control, the date on
which a notice of termination is delivered by the Company or its successor to Employee.



8. Compensation and Benefits Upon Termination.



8.1 Death or Disability. If Employee’s employment terminates pursuant to Death or
Disability, Employee (or Employee’s estate) shall be paid Employee’s then current salary earned
through the date of termination, in addition to any accrued, but unused vacation, and Employee
shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5,
above. Employee shall be entitled to no further compensation or benefits.



8.2 Termination for Cause or Voluntary Termination Without Good Reason. If Employee’s
employment terminates by the Company for Cause or by Employee without Good Reason, Employee shall
be paid Employee’s then current salary earned through the date of termination, in addition to any
accrued, but unused vacation, and Employee shall be reimbursed for any business expenses incurred
by Employee in accordance with Section 5, above. Employee shall be entitled to no further
compensation or benefits.



8.3 Termination Without Cause or Voluntary Termination for Good Reason. If Employee’s
employment terminates by the Company without Cause or by Employee with Good Reason, Employee shall
be paid Employee’s then current salary earned through the date of termination, in addition to any
accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by
Employee in accordance with Section 5, above. Employee shall be entitled to no further
compensation or benefits, provided, however, that if in connection with the termination of his
employment Employee executes a “Waiver and Release Agreement” in the form attached hereto as
Attachment “A,” and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to
its terms and becomes effective and enforceable, then (i) the Company shall be obligated to pay
Employee the total gross amount (the “Section 8.3(i) Amount”) equal to Employee’s salary for the
remainder of the Term (at the annual rate payable at the time of such termination) plus an annual
bonus for each of the remaining Fiscal Years in the Term equal to the highest amount of the bonus
specified in Section 4.2, above, that was earned by Employee in any Fiscal Year in the Term prior
to Employee’s termination, less bonus amounts already paid for the Fiscal Year of termination, and
(ii) the Company will, at its own expense, accelerate the vesting of all Company stock options and
restricted Company stock held by the Employee, provided that such acceleration is allowed by the
terms of the Restricted Stock Agreements and the Company’s Incentive Award Plan. The payments and
benefits specified in (i) and (ii) of the preceding sentence will not be made, the “Waiver and
Release Agreement” will become null and void, and Employee will not be entitled to any payments or
benefits other than those specified in the first sentence of this Section 8.3, unless and until
each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release
Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed
“Waiver and Release Agreement” to the Company no later than five (5) working days after executing
it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the
seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without
revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to
the Company no later than five (5) days after the termination of his employment. Moreover,
Employee acknowledges and agrees that, if the Section 8.3(i) Amount exceeds the amount that would
qualify as “separation pay” within the meaning of Treasury Regulation 1.409A-1(b)(9) (the
“Separation Pay Limitation”), then the maximum amount which would not exceed the Separation Pay
Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows
the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately
preceding sentence. The balance of the Section 8.3(i) Amount shall be paid in one lump-sum payment
that is payable on the Company’s first payroll date no earlier than six (6) months and one (1) day
after the termination of Employee’s employment, and no later than seven (7) months after the
termination of Employee’s employment.



Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of
the payments or benefits specified in this Section 8.3 are subject to taxation under Section 409A
of the Internal Revenue Code, as determined by the Company, with the advice of its independent
accounting firm or other tax advisors, then the payments or benefits shall be subject to
modification as set forth hereafter in Section 19 of this Agreement.



8.4 Termination Upon Change in Control. For purposes of this Agreement, “Change in
Control” is defined to mean the earlier occurrence of one of the following events, whether by a
single transaction or in a series of related transactions: (i) a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately after the consummation
of such merger, consolidation or similar transaction, the stockholders of the Company immediately
prior thereto do not own, directly or indirectly, outstanding voting securities representing more
than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such
merger, consolidation or similar transaction or more than fifty percent (50%) of the combined
outstanding voting power of the parent of the surviving entity in such merger, consolidation or
similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all
of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license
or other disposition of all or substantially all of the consolidated assets of the Company and its
subsidiaries to an entity, of more than fifty percent (50%) of the combined voting power of the
voting securities of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale, lease, license or
other disposition; or (iii) the acquisition by any Person (other than any employee benefit plan, or
related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and
‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and
regulations thereunder), directly or indirectly, of securities of the Company representing 20
percent (20%) or more of the total voting power represented by the Company’s then outstanding
voting securities.



If Employee’s employment is terminated by the Company or its successor without Cause during
the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control,
Employee shall be paid Employee’s then current salary earned through the date of termination, in
addition to any accrued but unused vacation, and Employee shall be reimbursed for any business
expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to
no further compensation or benefits, provided, however, that that if the Company or its successor
terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in
Control or within one hundred twenty (120) days after a Change in Control, and if in connection
with the termination of his employment by the Company Employee executes a “Waiver and Release
Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement”
is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then (i)
the Company shall be obligated to pay Employee the total gross amount (the “Section 8.4(i) Amount”)
equal to Employee’s salary for the remainder of the Term (at the annual rate payable at the time of
such termination) plus an annual bonus for each of the remaining Fiscal Years in the Term equal to
the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any
Fiscal Year in the Term prior to Employee’s termination, less bonus amounts already paid for the
Fiscal Year of termination, and (ii) the Company will, at its own expense, accelerate the vesting
of all Company stock options and restricted Company stock held by the Employee, provided that such
acceleration is allowed by the terms of the Restricted Stock Agreements and the Company’s
Incentive Award Plan. The payments and benefits specified in (i) and (ii) of the preceding
sentence will not be made, the “Waiver and Release Agreement” will become null and void, and
Employee will not be entitled to any payments or benefits other than those specified in the first
sentence of this Section 8.4, unless and until each of the following four conditions are satisfied:
(a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after
receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no
later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its
terms becomes effective and enforceable after the seven (7) day revocation period specified in the
“Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns
all Records (as defined in Section 10, below) to the Company no later than five (5) working days
after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the
Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would
not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company
payroll date which follows the end of the month in which occurs the last of the events specified in
(a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be
paid in one lump-sum payment that is payable on the Company’s first payroll date no earlier than
six (6) months and one (1) day after the termination of Employee’s employment, and no later than
seven (7) months after the termination of Employee’s employment. The payments and benefits under
this Section 8.4 shall be in lieu of any payments or benefits due under Section 8.3.



Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of
the payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G
or Section 409A of the Internal Revenue Code, as determined by the Company, with the advice of its
independent accounting firm or other tax advisors, then the payments or benefits shall be subject
to modification as set forth hereafter in Section 18 or Section 19 of this Agreement.



8.5 Single Trigger Event. The provisions for payments contained in this Section 8 may
be triggered only once during the term of this Agreement, so that, for example, should Employee be
terminated because of a Disability and should there thereafter be a Change in Control, then
Employee would be entitled to be paid only under Section 8.1 and not under Section 8.4, as well. In
addition, Employee shall not be entitled to receive severance benefits of any kind from any parent,
wholly owned subsidiary or other affiliated entity of the Company if those severance benefits would
be received in connection with the same event or series of events as to which the payments provided
for in Section 8.3 or Section 8.4 have been triggered.



8.6 The Company shall have no further obligations to Employee as a result of the termination
of Employee’s employment, other than those expressly outlined in this Section 8.



9. Trade Secrets and Related Matters.



9.1 “Trade Secrets” means confidential business or technical information or trade
secrets of the Company which Employee acquires while employed by the Company, whether or not
conceived of, developed or prepared by Employee or at his direction and includes, without
limitation:




(a) Any information or compilation of information concerning the Company’s financial
position, financing, purchasing, accounting, marketing, merchandising, sales, salaries,
pricing, investments, costs, profits, plans for future development, employees, prospective
employees, research, development, formulae, patterns, designs, drawings, inventions, plans,
specifications, devices, products, procedures, processes, operations, techniques, software,
computer programs or data;




(b) Any information or compilation of information concerning the identity, plans,
requirements, preferences, practices and methods of doing business on specific customers,
suppliers, prospective customers and prospective suppliers of the Company;




(c) Any other information or “know how” which is related to any product, process,
service, business or research of the Company; and




(d) Any information which the Company acquires from another party and treats as its
proprietary information or confidential information,” whether or not owned or developed by
the Company.




Notwithstanding the foregoing, “Trade Secrets” do not include either of the following:



(a) Information which is publicly known through no breach of this Section 9 by Employee, or
which is generally employed by the trade, whether on or after the date that Employee first acquires
the information; or




(b) General information or knowledge which Employee necessarily would have legitimately
learned in the course of similar work elsewhere in the trade.



9.2 Acknowledgments. Employee acknowledges that:




(a) Employee’s relationship with the Company will be a confidential relationship in
which Employee will have access to and may create Trade Secrets.




(b) The Company uses the Trade Secrets in its business to obtain a competitive
advantage over its competitors who do not know or use that information.




(c) The protection of the Trade Secrets against unauthorized disclosure or use is of
critical importance in maintaining the competitive position of the Company.



9.3 Nondisclosure, etc. Employee acknowledges that disclosure of any Trade Secret
about the Company by Employee would be damaging to the Company and the growth of its business. As
such, Employee agrees and warrants that he will not at any time or in any manner directly or
indirectly use for his own benefit or the benefit of any other person or entity, or otherwise
divulge, disclose or communicate in any fashion, to any person or entity, including, without
limitation, the media or by way of the World Wide Web, any Trade Secret of the Company that has
been learned or discovered by Employee while performing or preparing to perform his duties for the
Company, without permission of the Company’s Chief Executive Officer or unless compelled to do so
by applicable law.



9.4 Liability. Employee acknowledges that each of the restrictions contained in this
Agreement relating to this Paragraph 9 is reasonable and necessary in order to protect legitimate
interests of the Company and that any violation thereof would cause irreparable injury to the
Company. Employee acknowledges and agrees that, in the event of any violation thereof, the Company
shall be authorized and entitled to obtain preliminary and permanent injunctive relief as well as
an equitable accounting of all profits or benefits arising out of such violation and any damages
for breach of this Agreement which may be applicable. The aforesaid rights and remedies shall be
independent, severable and cumulative and shall be in addition to any other rights or remedies to
which the Company may be entitled under this Agreement or applicable law.



9.5 Non-Competition. Employee agrees that, during the period of Employee’s employment
with the Company (a) he will not, directly or indirectly, either as an employee or in any other
capacity, engage or participate in any business that is in competition in any manner whatsoever
with the Company, including, but not limited to, the brokering of transactions to competitors of
the Company, and (b) he will not engage in any activity that presents a conflict of interest with
his duties and responsibilities to the Company.



9.6 Non-Solicitation of Employees. Employee shall not, during the term of this
Agreement and for a period of one (1) year thereafter, for himself or on behalf of any other
person, partnership, corporation or entity, directly or indirectly, or by action in concert with
others, solicit, induce, suggest or encourage any person known to him to be an employee of the
Company or any affiliate of the Company to terminate his or her employment or other contractual
relationship with the Company or any of its affiliates.



9.7 Immunity Provisions. Employee and the Company expressly recognize the immunity
provisions of the Defense of Trade Secrets Act that provide that (i) an individual shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of
a trade secret that is made in confidence to a federal, state, or local government official or to
an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii)
an individual shall not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal, and (iii) an individual who
files a lawsuit for retaliation by an employer for reporting a suspected violation of law may
disclose the trade secret to the attorney of the individual and use the trade secret information in
the court proceeding, if the individual files any document containing the trade secret under seal,
and does not disclose the trade secret, except pursuant to court order.



9.8 Severability. The parties agree that the above restrictions contained in this
Section 9 shall be completely severable and independent, and any invalidity or unenforceability of
any one or more of such restrictions, or portions of such restrictions, shall not render invalid or
unenforceable any one or more of the other restrictions or portions of restrictions.



10. Records.



10.1 Records: Definition. The word “Records” shall be given its broadest possible
interpretation and shall include, without limitation, files, accounts, records, log books,
documents, drawings, sketches, designs, diagrams, models, plans, blueprints, specifications,
manuals, books, forms, notes, reports, memoranda, studies, surveys, software, flow charts, data,
computer programs, listing of source code, calculations, recordings, catalogues, compilations of
information, correspondence, confidential data of customers and employees, and all copies,
abstracts or summaries of the foregoing in any storage medium (including, without limitation,
electronic form), as well as instruments, tools, storage devices, disks, equipment and all other
physical items related to the business of the Company (other than merely personal items of a
general professional nature), whether of a public nature or not, and whether prepared by Employee
or not.



10.2 Ownership. All Records are and shall remain the exclusive property of the
Company.



10.3 Return of Records. At the termination of this Agreement for any reason, Employee
shall promptly return to the Company all records in Employee’s possession or over which Employee
has control.



11. Ownership of Material and Ideas. Employee agrees that all material, ideas, and
inventions pertaining to the business of the Company, any of its affiliates or of any client of the
Company, including but not limited to, all patents and copyrights thereon and renewals and
extensions thereof, trademarks and trade names, and the names, addresses and telephone numbers of
customers, distributors and sales representatives of the Company, belong solely to the Company.
Employee hereby assigns any rights he may have to any such property to the Company, and agrees to
execute and deliver any documents which evidence such assignment.



12. Services Unique. It is agreed that the services to be rendered by Employee
hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives
them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages
in an action at law and that a breach by Employee of any of the provisions contained in this
Agreement will cause the Company irreparable injury and damage. Employee expressly agrees that the
Company shall be entitled to injunctive or other equitable relief to prevent such a breach. Resort
to any such equitable relief shall not be construed as a waiver of any of the rights or remedies
which the Company may have against Employee for damages or otherwise.



13. Key Man Life Insurance. During the term of this Agreement, the Company may at any
time effect insurance on Employee’s life and/or health in such amounts and in such form as the
Company may in its sole discretion decide. Employee shall not have any interest in such insurance,
and shall not have the right to designate beneficiaries, but shall, if the Company requests, submit
to such medical examinations, supply such information and execute such documents as may be required
in connection with, or so as to enable the Company to effect, such insurance.



14. Resignations. Employee agrees that, upon termination of employment for any
reason, Employee will submit his resignations from all offices and directorships with the Company
and its related entities.



15. Indemnity. During the time of Employee’s employment and after the termination of
Employee’s employment (for any reason and under any circumstances), the Company shall indemnify
Employee in accordance with the Company’s By-Laws and applicable law.



16. Notices. Any and all notices, demands or other communications required or desired
to be given hereunder by any party to the other party shall be in writing and shall be deemed to
have been duly given or made when (i) received by the other party by personal delivery or by United
States Mail, certified or registered, postage prepaid, return receipt requested, (ii) transmitted
by facsimile, or (iii) mailed by overnight mail, addressed as follows:



	 	 	 
	To the Company:
	 	SKECHERS USA, INC.

228 Manhattan Beach Boulevard

Manhattan Beach, California 90266

Attn: Chief Executive Officer

	To Employee:
	 	David Weinberg

(at the address set forth below his signature)







Either party may change his or its address for the purpose of receiving notices, demands and
other communications as herein provided by a written notice given in the manner aforesaid to the
other party.



17. Withholding of Taxes. All payments required to be made by the Company to Employee
under this Agreement shall be subject to the withholding and deduction of such amounts as required
by law.



18. Excise Tax Provision. Notwithstanding anything elsewhere in this Agreement to the
contrary, if any of the payments or benefits provided for in this Agreement, together with any
other payments or benefits which Employee has the right to receive from the Company (or its
affiliated companies), would constitute a “parachute payment” as defined in Section 280G(h)(2) of
the Code, the parties agree that the payments or benefits provided to Employee pursuant to this
Agreement shall be reduced so that the present value of the total amount received by Employee that
would constitute a ‘‘parachute payment” will be one dollar less than three times Employee’s base
amount (as defined in Section 280G of the Code) and so that no portion of the payment or benefits
received by Employee would be subject to the excise tax imposed by Section 4999 of the Code. Any
such reduction shall be applied first to any and all payments and benefits that are not considered
“nonqualified deferred compensation” for purposes of Section 409A of the Code (in such order and
manner as Employee in his sole discretion may determine). After any and all such payments and
benefits have been eliminated, any reduction of payments and benefits that are considered
“nonqualified deferred compensation” shall be made in reverse chronological order of their payment
dates (determined without regard to any acceleration of payment as a result of any Change of
Control or other similar event).



19. Internal Revenue Code Section 409A Limitation. It is the intention of the Company
and Employee that any bonus, severance and other amounts that may become payable to Employee under
this Agreement either be exempt from, or otherwise comply with, Section 409A of the Code (“Section
409A”). Each payment and each installment of any bonus, severance or other payment provided to
Employee under this Agreement or otherwise shall be treated as a separate payment for purposes of
application of Section 409A. Notwithstanding any other term or provision of this Agreement, to the
extent that any provision of this Agreement is determined by the Company with the advice of its
independent accounting firm or other tax advisors to be subject to and not in compliance with
Section 409A, including, without limitation, the definition of “change in control” or “disability,”
the timing of commencement and completion of severance and/or other benefit payments to Employee
hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner
required to comply with Section 409A. The Company and Employee acknowledge and agree that such
interpretation could, among other matters, (i) limit the circumstances or events that constitute a
“change in control” or “disability,” (ii) delay for a period of six (6) months or more, or
otherwise modify the commencement of severance and/or other benefit payments, (iii) modify the
completion date of severance and/or other benefit payments, and/or (iv) reduce the amount of any
such payments.



Payments determined to be “nonqualified deferred compensation” payable upon Employee’s
separation from service from the Company at a time that Employee is determined to be a “specified
employee” (as defined and determined under Section 409A) shall be made no earlier than (a) the
first (1st) day of the seventh (7th) complete calendar month following such separation from
service, or (b) Employee’s death, consistent with the provisions of Section 409A. Any payment
delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such
required delay period in order to catch up to the original payment schedule.



All expense reimbursement or in-kind benefits subject to Section 409A provided under this
Agreement or under any Company program or policy, shall be subject to the following rules: (i) the
amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year
may not affect the benefits provided during any other calendar year; (ii) reimbursements shall be
paid no later than the end of the calendar year following the calendar year in which Employee
incurs such expenses, and Employee shall take all actions necessary to claim all such
reimbursements on a timely basis to permit the Company to make all such reimbursement payments
prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit.



It is the intent of the parties that the provisions of this Agreement and all other plans and
programs sponsored by the Company be interpreted to comply in all respects with Section 409A;
provided, however, the Company shall have no liability to Employee, or any successor or beneficiary
thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be
applicable to any payment or benefit received by Employee or any successor or beneficiary thereof.



The Company and Employee further acknowledge and agree that if, in the judgment of the Company
and its independent accounting firm or other tax advisors, amendment of this Agreement is necessary
to comply with Section 409A, the Company and Employee will negotiate reasonably and in good faith
to amend the terms of this Agreement to the extent necessary so that it complies (with the most
limited possible economic effect on the Company and Employee) with Section 409A.



20. Applicable Law. This Agreement shall, in all respects, be governed by the laws of
the State of California applicable to agreements executed and to be wholly performed within the
State of California.



21. Severability. In the event that any of the provisions, or portions thereof, of
this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the
validity and enforceability of the remaining provisions or portions thereof shall not be affected
thereby.



22. Mediation. Prior to engaging in any legal or equitable litigation or other
dispute resolution process regarding any of the terms and conditions of this Agreement between the
parties, or concerning the subject matter of the Agreement between the parties, each party
specifically agrees to engage in good faith in a mediation process at the expense of the Company,
complying with the procedures provided for under California Evidence Code Sections 1115 through and
including 1125, as then currently in effect. The parties further and specifically agree to use
their best efforts to reach a mutually agreeable resolution of the matter. The parties understand
and specifically agree that should either party to this Agreement refuse to participate in
mediation for any reason, the other party will be entitled to seek a court order to enforce this
provision in any court of appropriate jurisdiction requiring the dissenting party to attend,
participate, and to make a good faith effort in the mediation process to reach a mutually agreeable
resolution of the matter.



23. Arbitration. To the extent not resolved through mediation as provided in Section
22, and except for claims that may not be included in this arbitration agreement as a matter of law
(e.g., unemployment and workers’ compensation claims), all claims, disputes and other matters in
question arising out of or relating to this Agreement, the Employee’s employment with the Company,
any termination of the Employee’s employment, the enforcement or interpretation of this Agreement,
or because of an alleged breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, including (without limitation) any common law claims and any state or
federal statutory claims, both claims the Employee may have against the Company (and claims against
the Company’s current, former or future parents, subsidiaries, affiliates, directors, shareholders,
officers, employees, members, successors, agents and assigns) and claims the Company may have
against the Employee, shall be resolved by binding arbitration in Los Angeles, California, before a
sole, neutral arbitrator (the “Arbitrator”) mutually selected by the parties from Judicial
Arbitration and Mediation Services (“JAMS”) in accordance with the Employment Arbitration Rules and
Procedures (“Rules”) of JAMS then in effect. The Rules may be found on JAMS’ website at
www.jamsadr.com.  The parties acknowledge and agree that that the arbitration and this
agreement to arbitrate will be governed by the Federal Arbitration Act, and that the Company’s
business and the nature of the Employee’s employment affects interstate commerce.  Final resolution
of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just
and equitable, including any and all remedies provided by common law and applicable state or
federal statutes, and any and all remedies that would otherwise be available to the Employee and
the Company in a court action.  The parties will be permitted to engage in sufficient discovery to
allow the parties to gather necessary evidence to prove their claims and present their defenses. 
The prevailing party shall be entitled to such reasonable attorneys’ fees, costs and expenses as
may be fixed by the arbitrator, including, without limitation, the costs and fees charged by the
arbitrator and JAMS, in accordance with the provisions of applicable law. However, if either party
prevails on a statutory claim that affords attorneys’ fees to the prevailing party, the arbitrator
may award reasonable fees to the prevailing party in accordance with applicable law. Subject to
the arbitrator’s ruling, the Company shall pay filing fees related to the arbitration and the
arbitrator’s fees and costs. At the conclusion of the arbitration, the Arbitrator shall issue a
written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s
award or decision is based.  The parties expressly waive the right to a jury trial, and agree that
the arbitrator’s award shall be final and binding on both parties, subject to any appeal rights
provided by law, and may be enforced by any court of competent jurisdiction.



24. Modifications or Amendments. No amendment, change or modification of this
Agreement shall be valid unless in writing and signed by each of the parties hereto. Further, any
amendment, change or modification of this Agreement must be approved in advance by the Board of
Directors of the Company and reflected in the minutes of such Board’s meetings or in an action by
unanimous written consent.



25. Successors and Assigns. All of the terms and provisions contained herein shall
inure to the benefit of and shall be binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns. In view of the personal nature of the services
to be performed under this Agreement by Employee, Employee will not have the right to assign,
transfer or delegate any of his rights, obligations or benefits under this Agreement.



26. Entire Agreement. Employee acknowledges and agrees that the Company has not made
any representation with respect to the subject matter of this Agreement or any representation
inducing the execution of this Agreement except such representations as are specifically set forth
herein, and Employee expressly acknowledges that he has relied on his own judgment in entering into
this Agreement. Employee further agrees that any representations that may have heretofore been
made by the Company to Employee are of no effect and that Employee has not relied thereon in
connection with his dealings with the Company. With the exception of Employee’s Restricted Stock
Agreements and the Company’s Incentive Award Plan set forth in paragraph 4.3, which remain in full
force and effect, and any such grants made pursuant to the Company’s Incentive Award Plan in the
future, all of which are incorporated by reference in this Agreement, this Agreement constitutes
the entire Agreement between the Company and Employee and fully supersedes any and all prior
agreements or understandings between them pertaining to the subject matter of this Agreement. This
Agreement may not be altered, modified, amended or changed, in whole or in part, except as
specified in Section 24, above.



27. No Waiver. Any failure by either party on any occasion to enforce or require
adherence to any term or condition of this Agreement shall not constitute a waiver of any such term
or condition, and shall not prevent that party from insisting on the strict adherence to and
performance of such term or condition on any other or future occasion.



28. Drafting. This Agreement shall be construed as if each party participated equally
in its negotiation and drafting, and each party agrees that any ambiguity contained in any
provision of this Agreement shall not be construed against either party to this Agreement by virtue
of that party’s role in the negotiation or drafting of this Agreement.



29. Section Headings. The various section headings are inserted for purposes of
convenience only and shall not affect the meaning or interpretation of this Agreement or any
section hereof.



30. Counsel. Employee acknowledges that he is free to seek advice from independent
counsel with respect to this Agreement, and that the Company has urged him to seek such advice.
Employee further acknowledges that he either has obtained such advice or, after carefully reviewing
this Agreement, voluntarily has decided to forego such advice.



31. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but both of which together will constitute one and the same
instrument.



32. Survival of Certain Provisions. Upon the termination of this Agreement and
Employee’s employment, the obligations of the Company and Employee hereunder shall cease, except to
the extent of the Company’s obligation, if any, to provide payments and benefits to Employee
following termination of employment, as specified in Section 8 (and Attachment “A”), and provided
that Sections 5, 9.1, 9.2, 9.3, 9.4, 9.6, 9.7, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23,
24, 25, 26, 27, 28, 29 and 30 of this Agreement shall also survive the termination hereof.



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



	 	 	 	 	 
	EMPLOYEE:
	 	COMPANY:

	 	

	 	 	SKECHERS U.S.A., INC.

	 	 	a Delaware corporation

	/s/ David Weinberg
	 	By:

	 	/s/ Robert Greenberg
	 
	 	
 
	 	 
	David Weinberg
	 	


	 	

	 	 	Robert Greenberg

	 	 	 

	228 Manhattan Beach Blvd.
	 	Name

	 	

	Manhattan Beach, CA 90266
	 	


	 	

	 
	 	


	 	

	Address	 	Chief Executive Officer

	 	 	 

	 	 	Title

	 	







1




ATTACHMENT “A”




WAIVER AND RELEASE AGREEMENT





2






WAIVER AND RELEASE AGREEMENT




This Waiver and Release Agreement (the “Waiver Agreement”) is entered into by and between
DAVID WEINBERG (“Employee”) and SKECHERS U.S.A., INC. (the “Company”).



RECITALS 




A. Employee and the Company have entered into an Employment Agreement dated as of January 1,
2018 (the “Agreement”).



B. A condition precedent to certain of the Company’s obligations under [Section 8.3 or Section
8.4, as applicable] of the Agreement is the execution of this Waiver Agreement by Employee.



NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, agree and covenant as follows:



GENERAL RELEASE 




In consideration for the payments and benefits specified in Section [Section 8.3 or Section
8.4, as applicable] of the Agreement, Employee agrees unconditionally and forever to release and
discharge the Company, and its parents, subsidiaries, affiliates and successors-in-interest, and
all of their respective officers, directors, managers, employees, members, shareholders,
representatives, attorneys, insurers, reinsurers, agents and assigns, from any and all claims,
actions, causes of action, demands, rights or damages of any kind or nature whatsoever, whether
known or unknown, foreseen or unforeseen, which Employee ever had, now has or may claim to have
against any or all of them for, upon or by reason of any fact, matter, injury, incident,
circumstance, cause or thing whatsoever, from the beginning of time up to and including the date of
Employee’s execution of this Waiver Agreement, including, without limitation, any claim or
obligation arising from or in any way related to Employee’s employment with the Company, the
termination of that employment or an alleged breach of the Agreement.



This General Release specifically includes, but is not limited to, any claim for
discrimination or violation of any statutes, rules, regulations or ordinances, whether federal,
state or local, including, but not limited to, Title VII of the Civil Rights Act, the Age
Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, the California Fair
Employment and Housing Act, the California Labor Code and the California Business and Professions
Code, the California constitution, and any claims at common law.



Employee further knowingly and willingly agrees to waive the provisions and protections of
Section 1542 of the California Civil Code, which reads:



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



This General Release covers not only any and all claims by Employee against the Company and
the other persons and entities released in his General Release, but, to the extent permitted by
applicable law, it also covers any claim for monetary recovery or reinstatement asserted on
Employee’s behalf by any other person or entity, including, without limitation, any government
agency, and Employee expressly waives the right to any such monetary recovery or reinstatement.



This General Release does not include any claims that cannot lawfully be waived or released by
Employee.



REPRESENTATIONS OF EMPLOYEE 




Employee represents and agrees that, prior to his execution of this Waiver Agreement, Employee
has been informed by the Company of his right to consult with legal counsel regarding the terms of
this Waiver Agreement, that Employee has had the opportunity to discuss the terms of this Waiver
Agreement with legal counsel of Employee’s choosing, and that the Company by this writing is
encouraging Employee to seek this advice of legal counsel.



Employee affirms that no promise or inducement was made to cause Employee to enter into this
Waiver Agreement other than the inducements provided in this Waiver Agreement and in the Agreement.
Employee further confirms that Employee has not relied upon any statement or representation by
anyone, other than what is in this Waiver Agreement and the Agreement, as a basis for Employee’s
agreement to execute this Waiver Agreement.



MISCELLANEOUS 




Except for the Agreement, this Waiver Agreement sets forth the entire agreement between
Employee and the Company regarding the subject matter hereof, and shall be binding on both party’s
heirs, representatives and successors. This Waiver Agreement shall be construed under the laws of
the State of California, both procedurally and substantively. If any portion of this Waiver
Agreement is found to be illegal or unenforceable, such action shall not affect the validity or
enforceability of the remaining paragraphs or subparagraphs of this Waiver Agreement.



Employee and the Company acknowledge and agree that (i) Employee has twenty-one (21) days from
his receipt of this Waiver Agreement in which to consider its terms (including, without limitation,
Employee’s release and waiver of any and all claims under the Age Discrimination in Employment Act)
before executing it, although Employee may execute this Waiver Agreement earlier if he chooses (but
not earlier than his employment termination date), (ii) Employee will have seven (7) days after his
execution of this Waiver Agreement in which to revoke this Waiver Agreement (including, without
limitation, Employee’s release and waiver of any and all claims under the Age Discrimination in
Employment Act), in which event a written notice of revocation must be received by the Chief
Executive Officer of the Company before the expiration of this seven (7) day revocation period, and
(iii) this Waiver Agreement will not become effective and enforceable until this seven (7) day
period has expired without revocation by Employee.



Employee and the Company further acknowledge and agree that the payments and benefits
specified in subsections (i) and (ii) of [Section 8.3 or Section 8.4, as applicable] of the
Agreement will not be made, the Waiver Agreement will become null and void, and Employee will not
be entitled to any payments or benefits other than those specified in the first sentence of
[Section 8.3 or Section 8.4, as applicable] of the Agreement, unless and until each of the
following four conditions are satisfied: (a) Employee executes the Waiver Agreement within
twenty-one (21) days after receiving it, (b) Employee returns the executed Waiver Agreement to the
Company no later than five (5) working days after executing it, (c) the Waiver Agreement by its
terms becomes effective and enforceable after the seven (7) day revocation period specified in the
preceding paragraph has expired without revocation by Employee, and (d) Employee returns all
Records (as defined in Section 10 of the Agreement) to the Company no later than five (5) days
after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the
combined payments specified in subsection (i) of [Section 8.3 or Section 8.4, as applicable] of the
Agreement exceed the Separation Pay Limitation as that term is defined in the Agreement, then the
amounts payable pursuant to [Section 8.3 or Section 8.4, as applicable] shall be paid in the
amounts and at the times specified in [Section 8.3 or Section 8.4, as applicable].



The undersigned agree to the terms of this Waiver Agreement and voluntarily enter into it with
the intent to be bound hereby.



	 	 	 
	EMPLOYEE:
	 	COMPANY:

	 	 	SKECHERS U.S.A., INC.

a Delaware corporation

	 	 	By:

	David Weinberg
	 	


	Dated:      
	 	Name

	 	 	Title

	 	 	Dated:     








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