Exhibit
10.1


 


AMENDMENT
TO

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDMENT TO SENIOR
EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 6,
2008, by and between Deckers Outdoor Corporation, a Delaware corporation (the “Company”),
and                 
(the “Executive”) and is effective as of January 1, 2008.


 


RECITALS


 


WHEREAS, the Company and
Executive are parties to that certain Senior Executive Employment Agreement
dated as of                               
as amended (the “Agreement”); and


 


WHEREAS, the Company and
Executive have agreed to enter into this Amendment to amend the Agreement on
the terms and conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the
parties hereto agree that the Agreement shall be amended as follows:


 


1.             Section 4.1. 
Subsection (e) of Section 4.1 shall be amended and restated to
read, in its entirety, as follows:


 


“(e)         pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the year of termination; and”
 


2.             Section 4.2. 
Subsection (e) of Section 4.2 shall be amended and restated to
read, in its entirety, as follows:


 


“(e)         pay the Executive any Accrued Incentive Bonus, and excluding any
Incentive Bonus for the year of termination; and”


 


3.             Section 4.3. 
Subsection (e) of Section 4.3 shall be amended and restated to
read, in its entirety, as follows:


 


“(e)         pay the Executive any Accrued Incentive Bonus; plus a pro-rated portion
of the Incentive Bonus based on the actual length of service during the year of
termination;”


 


4.             Section 4.3. 
Subsection (f) of Section 4.3 shall be amended and restated to
read, in its entirety, as follows:


 


“(f)          pay the Executive
severance, commencing on the thirtieth (30th) day following the termination
date, of twelve (12) monthly payments equal to one-twelfth (1/12th) of the
Executive’s Annual Base Salary in effect immediately prior to the 


 

















 


time
such termination occurs.  Severance will
be mitigated on a dollar for dollar basis for any income received by Executive
for duties performed for Company or any third party during the twelve (12)
months following termination; however, notwithstanding the foregoing, in the
event Company’s securities are publicly traded on the date of Executive’s termination
of employment, any portion of the aggregate severance payments described in
this Section 4.3(f), which, if paid, would exceed the Section 409A
Safe Harbor Limit shall be paid to Executive in a lump sum on the first day of
the seventh (7th) calendar month immediately following the date of Executive’s
termination;”


 


5.             Section 4.3. 
Subsection (g) of Section 4.3 shall be amended and restated to
read, in its entirety, as follows:


 


“(g)         maintain in full force
and effect, for the Executive’s and the Executive’s  eligible beneficiaries, until the first to
occur of (x) the Executive’s attainment of alternative employment if such
employment includes health insurance benefits or (y) the twelve (12) month
anniversary of termination of employment, the benefits provided pursuant to
Company-sponsored benefit plans, programs, or other arrangements in which the
Executive was entitled to participate as a full-time employee immediately prior
to such termination in accordance with Section 2.4 hereof, subject to the terms
and conditions of participation as provided under the general terms and
provisions of such plans, programs, and arrangements, or in the alternate, the
Company will arrange to provide the Executive with continued benefits
substantially similar to those which the Executive would have been entitled to
receive under such plans, programs, and arrangements; and”


 


6.             Section 4.4. 
Subsection (e) of Section 4.4 shall be amended and restated to
read, in its entirety, as follows:


 


“(e)         pay
the Executive any Accrued Incentive Bonus; plus a pro-rated portion of the
Incentive Bonus based on the actual length of service during the year of
termination;”


 


7.             Section 4.4. 
Subsection (f) of Section 4.4 shall be amended and restated to
read, in its entirety, as follows:


 


“(f)          pay the Executive
severance of one and one-half (1.5) times Executive’s Annual Base Salary in
effect immediately prior to the time such termination occurs plus the greater
of (x) one and one-half (1.5) times the targeted Incentive Bonus
immediately prior to the time such termination occurs or (y) one and
one-half (1.5) times the average actual Incentive Bonus for the previous three (3) years,
whichever is greater; however, notwithstanding the foregoing, in the event
Company’s securities are publicly traded on the date of Executive’s termination
of employment, any portion of the aggregate severance payments described in
this Section 4.4(f), which, if paid, would exceed the Section 409A
Safe Harbor Limit shall be paid to Executive in a lump sum on the first day of
the seventh (7th) calendar month immediately following the date of Executive’s
termination;”


 


8.             Section 4.5.  Section 4.5
shall be added to read, in its entirety, as follows:


 


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“4.5         RELEASE.  Notwithstanding any provision herein to the
contrary, the Company may require that, prior to payment of any amount or
provision of any benefit pursuant to subsection (f) or (g) of
Sections 4.3 and 4.4, Executive shall have executed, on or prior to the Release
Expiration Date, a customary general release in favor of the Company in the
form attached hereto as Exhibit [A]/[B], and any waiting periods contained
in such release shall have expired.  To
the extent that the Company requires execution of such release, the Company
shall deliver such release to Executive within ten (10) business days following
the termination of Executive’s employment hereunder.  In the event that Executive fails to execute
such release on or prior to the Release Expiration Date, Executive shall not be
entitled to any payments or benefits pursuant to subsections (f) or (g) of
Sections 4.3 and 4.4.  Notwithstanding
anything contained in this Agreement to the contrary in any case where the date
of termination and the Release Expiration Date fall in two separate taxable
years, any payments required to be made to Executive that are treated as
deferred compensation for purposes of Section 409A of the Code shall be
made in the later taxable year.”


 


9.             Section 5.2.  Section 5.2
shall be amended and restated to read, in its entirety, as follows:


 


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


 


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


 


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


 


10.           Section 6.1. 
Subsection (p) of Section 6.1 shall be amended and restated to
read, in its entirety, as follows:


 


“(p)         “Release Expiration
Date” shall mean the date which is twenty-one (21) days following the date
upon which the Company delivers Executive the release contemplated in Section 4.5
above, or, in the event that such termination of employment is “in connection
with an exit incentive or other employment termination program” (as such phrase
is defined in the Age Discrimination in Employment Act of 1967), the date which
is forty-five (45) days following such delivery date.”


 


11.           Section 6.1. 
Subsection (q) of Section 6.1 shall be amended and restated to
read, in its entirety, as follows:


 


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


 


12.           Section 6.1. 
Subsection (r) of Section 6.1 shall be amended and restated to
read, in its entirety, as follows:


 


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“(r)          “Section 409A
Safe Harbor Limit” will mean an amount equal to two (2) times the
lesser of (i) Executive’s annual rate of compensation for the taxable year
immediately preceding the taxable year in which Executive’s employment is
terminated by the Company or (ii) the dollar amount in effect under Section 401(a)(17)
of the Internal Revenue Code of 1986, as amended, for the taxable year in which
Executive’s employment is terminated.”


 


13.           Section 6.1.  Subsection (s) of Section 6.1 shall
be amended and restated to read, in its entirety, as follows:


 


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


 


14.           Section 6.1. 
Subsection (t) of Section 6.1 shall be added to read, in its
entirety, as follows:


 


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


 


15.           [Exhibit A]/[Exhibit B].  [Exhibit A]/[Exhibit B]
shall be added to the Agreement to read, in its entirety, as attached hereto as
[Exhibit A]/[Exhibit B].


 


16.           No Other Changes. 
Except as expressly modified by this Amendment, all terms of the
Agreement shall remain in full force and effect.


 


17.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered will be deemed an original and all of which together
shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment to Senior Executive
Employment Agreement as of the date first above written.


 


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  THE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  DECKERS OUTDOOR
  CORPORATION

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
				



 


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EXHIBIT [A]/[B]


 


GENERAL RELEASE


 


1.             Employee’s employment
with Deckers Outdoor Corporation, a Delaware corporation (the “Company”)
ceased effective                               .


 


2.             Employee represents
and agrees that Employee has received all compensation owed to Employee by the
Company through Employee’s termination date, including all wages, bonuses,
commissions, earned but unused vacation, reimbursable business expenses, and
any other payments, benefits, or other compensation of any kind to which
Employee was entitled from the Company.


 


3.             Employee represents
to the Company that Employee is signing this General Release (this “Agreement”)
voluntarily and with a full understanding of and agreement with its terms for
the purpose of receiving additional pay from the Company as described in the
Employment Agreement dated                         
(the “Employment Agreement”).


 


4.             In reliance on the
Employee’s promises, representations, and releases in this Agreement, upon the
Company’s receipt of this executed General Release, the Company will provide
Employee with the payments described in the Employment Agreement, less legally
required withholding and payroll deductions.


 


5.             In
exchange for the consideration provided to Employee as set forth above,
Employee agrees to waive and release all claims, known and unknown, which
Employee has or might otherwise have had against the Company, including all of
its former or current officers, directors, agents, employees and related
entities (hereinafter collectively referred to as the “Released Parties”),
arising prior to the date Employee executes this Agreement, regarding any
aspect of Employee’s employment, compensation, the cessation of Employee’s
employment with the Company, the Age Discrimination in Employment Act of 1967,
the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act
of 1964, 42 U.S.C. section 1981, the Fair Labor Standards Acts, the California
Fair Employment and Housing Act, California Government Code section 12900, et
seq., the Unruh Civil Rights Act, California Civil Code section 51, all
provisions of the California Labor Code; the Employee Retirement Income
Security Act, 29 U.S.C. section 1001, et  seq., all as amended,
any other federal, state or local law, regulation or ordinance or public
policy, contract, tort or property law theory, or any other cause of action
whatsoever that arose on or before the date Employee executes this Agreement.


 


6.             It is further
understood and agreed that as a condition of this Agreement, all rights under Section 1542
of the Civil Code of the State of California are expressly waived by
Employee.  Such Section reads as
follows:


 


“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.”


 


Notwithstanding Section 1542,
and for the purpose of implementing a full and complete release and discharge
of the Released Parties, Employee expressly acknowledges that this Agreement is
intended 


 

















 


to include and does
include in its effect, without limitation, all claims which Employee does not
know or suspect to exist in Employee’s favor against the Released Parties at
the time of execution hereof, and that this Agreement expressly contemplates
the extinguishment of all such claims.


 


7.             The release in this
Agreement includes, but is not limited to, claims arising under federal, state
or local law for age, race, sex or other forms of employment discrimination and
retaliation.  In accordance with the
Older Workers Benefit Protection Act, Employee hereby knowingly and voluntarily
waives and releases all rights and claims, known or unknown, arising under the
Age Discrimination in Employment Act of 1967, as amended, which he might
otherwise have had against the Released Parties.  Employee is hereby advised that he should
consult with an attorney before signing this Agreement and that he has 21 days
in which to consider and accept this Agreement by signing and returning this
Agreement to the Company’s President.  In
addition, Employee has a period of seven days following his execution of this
Agreement in which he may revoke the Agreement. 
If Employee does not advise the Company by a writing received by David
Bock within such seven day period of the Employee’s intent to revoke the
Agreement, the Agreement will become effective and enforceable upon the
expiration of the seven days.


 


8.             This Separation
Agreement and General Release shall not be construed as an admission by the
Company of any improper, wrongful, or unlawful actions, or any other wrongdoing
against Employee, and the Company specifically disclaims any liability to or
wrongful acts against Employee on the part of itself, its employees and its
agent.


 


9.             This Agreement may be
modified only by written agreement signed by both parties.


 


	
  Dated:

  	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  DECKERS OUTDOOR
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
								



 


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