Exhibit 10.2


 


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 Angel Martinez (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 April 11, 2005, 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 4.4. 
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;”


 


6.                                       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 two (2) times Executive’s Annual Base Salary in effect
immediately prior to the time such termination occurs plus the greater of (x) two
(2) times the targeted Incentive Bonus immediately prior to the time such
termination occurs or (y) two (2) 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.  In the event that the Company shall default
in any payments of the severance, and such default shall not be cured within
five (5) days’ written notice of said default by the Executive, then all
unpaid severance will be immediately due and payable.”


 


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


 


“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 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 


 


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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.”


 


8.                                       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.”


 


9.                                       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.”


 


10.                                 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.”


 


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


 


“(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.”


 


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


 


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


 


13.                                 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.”


 


14.                                 Exhibit B.  Exhibit B
shall be added to the Agreement to read, in its entirety, as attached hereto as
Exhibit B.


 


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


 


16.                                 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Zohar Ziv

  
	
   

  	
  Zohar Ziv

  
	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Angel Martinez

  
	
   

  	
   

  
	
   

  	
  Name: Angel Martinez

  



 


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EXHIBIT 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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