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Exhibit 10.16    
    


 
 

ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT    
    


        This ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT (this
"Agreement"), dated effective as of May 19, 2005 (the "Agreement Date"), is entered into by and
between St. Vrain Trading, LLC, d/b/a Crocs Hawaii, LLC, a Colorado Limited Liability Company ("Seller"), and Crocs, Inc. a Colorado company
("Buyer" or "Crocs"). 


        WHEREAS, Buyer manufactures and sells Crocs brand products; and 


        WHEREAS, Seller owns and operates a business unit in Honolulu, Hawaii which markets and distributes Crocs brand products to local
retailers (the "Business"); and 


        WHEREAS, Crocs desires to purchase, and Seller desires to sell, certain assets of the of the Business for the Purchase Price (as defined
in Section 4.1 below), subject to the terms and conditions of this Agreement; and 


        WHEREAS, in connection with the execution of this Agreement desires to accept the assignment of the lease for the property where the
Business is currently located (the "Lease Agreement"): 


        NOW, THEREFORE, the parties hereto agree as follows: 



        1.    Purchase and Sale of Purchased Assets.    Subject to the terms and conditions of this Agreement, at the Closing,
Seller agrees to sell, assign, transfer and convey to Crocs, and Crocs agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the assets owned by the
business other than the Excluded Assets (as defined below) as listed on the adjusted balance sheet dated May 19, 2005 (the "Closing Date Balance
Sheet"). A true and correct copy of the Closing Date
Balance sheet is attached hereto as Exhibit 3 to this Agreement. The Purchased Assets shall be delivered to Crocs free and clear of any mortgage,
pledge, lien, or other encumbrance. For the purposes of this Agreement, "Purchased Assets" shall mean the following: 



        (i)    all
machinery, equipment, furniture, leasehold improvements and other fixed assets owned or used by Seller in connection with the Business; 


        (ii)   all
prepaid expenses and off-book assets relating to the Business, including all phone and facsimile numbers; 


        (iii)  all
of Seller's rights under license agreements, utility agreements, leases and other contracts related to the Business to which it is a party; 



        (iv)  all
right title and interest in the name Crocs Hawaii, which will be assigned to Buyer within 30 business days of the Closing (as defined below); 


        (v)   all
computers, software, office equipment and know-how, related to the Business; 


        (vi)  all
cash and cash accounts of the Business; and 


        (vii) all
other assets of the Business not listed above which are reflected on the Closing Date Balance Sheet except the following excluded assets (the
"Excluded Assets"): 



        a)    The
Accounts Receivable listed on the Closing Date Balance Sheet; 


        b)    The
van used by the Business; and 


        c)     All
other assets of Seller net used in the Business. 





Notwithstanding
the description contained in this Section 1, a list of the Purchased Assets prepared by Seller is attached hereto as  Exhibit 1.







 

        2.    Asset Transfer; Passage of Title; Delivery.    



        2.1.    Title Passage.    At the Closing, title to all of the Purchased Assets shall pass to
Crocs, and Seller shall transfer to Crocs possession all of the Purchased Assets and deliver to Crocs a bill of sale in the form attached hereto as  Exhibit 2.1.



        2.2.    Delivery of Purchased Assets.    The Purchased Assets shall be transferred on the
Closing Date. All risk of loss and damage to the Purchased Assets shall be borne by Crocs on and as of the Closing Date. 




        3.    Retention of Liabilities.    Seller shall retain all of the liabilities of Seller other than the Assumed
Liabilities (defined in Section 3(ii) below). For the purposes of this Agreement "Retained Liabilities" shall mean the following: 



        (i)    all
accrued employee compensation, expenses and liabilities as of Closing Date; 


        (ii)   all
other liabilities of Seller related to the Business other than the following "Assumed Liabilities": 



        (a)   All
contracts or agreements with third parties are listed on Exhibit 3-1;



        (b)   The
Lease Agreement; and 


        (c)   All
liabilities reflected on the Closing Date Balance Sheet. 





        4.    Consideration for Purchased Assets.    



        4.1.    Purchase Price.    



        a.    Cash Consideration.    The cash consideration to be paid by Crocs for the Purchased
Assets shall be the Net Equity of the Business (as evidenced on the Closing Date Balance Sheet), less the Accounts Receivable on the Closing Date Balance Sheet, plus Fifty Thousand United States
Dollars ($50.000.00), adjusted in the manner set forth on the Settlement Statement is attached hereto as Exhibit 4 (the
"Cash Consideration"), The Cash Consideration shall be paid on the Closing Date by check or other delivery of immediately available funds. 



        b.    Assumption of Liabilities.    Crocs shall assume and accept assignment of the Assumed
Liabilities at Closing as outlined in Section 3 above. Crocs agrees to perform all of the Assumed Liabilities that arise on and after the Closing Date as and when due and in accordance with
their terms. 


        c.    Taxes.    All transfer taxes arising as a result of this transaction shall be payable by
Buyer. 





        5.    Closing.    


        The
consummation of the purchase and sale of the Purchased Assets contemplated hereby (the "Closing") will take place, but effective as of
the Agreement Date (the "Closing Date"). 


        6.    Employees.    



        Seller
will terminate all of its employees on the Closing Date. Crocs agrees to offer employment to the employees of the Business that Crocs desires to retain. 


        7.    Representations and Warranties of Seller.    



        7.1.    Seller Authorization.    The Seller has all requisite power and authority to enter
into, execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Seller and constitutes the valid and binding obligations
of 



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the
Seller enforceable in accordance with its terms. The execution, delivery and performance by the Seller of this Agreement and any other agreement, document or instrument executed by the Seller in
connection with the consummation of the transactions contemplated hereby has been duly authorized by all necessary corporate and third party action. 



        7.2    Ownership.    The Seller has good and marketable title to all of the Purchased Assets
and Inventory, free and clear of all liens, encumbrances, security interests, restrictions or charges of any kind. Seller has not imposed any security interest upon any of the Purchased Assets or
Inventory. 


        7.3    Condition of Assets.    The Purchased Assets are, in the aggregate, free from defects,
have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they
presently are used. 


        7.4    Complete Equipment List.    Seller represents that it has supplied Buyer with a
complete list of the Equipment (including applicable software and software licenses) that Seller deems necessary to support Seller's business. 


        7.5    Accuracy of Information.    Seller represents and warrants that the documents it has
provided to Buyer in connection with this Agreement, including but not limited to the Closing Date Balance Sheet, are true, correct and an accurate representation of the Business as of the Closing and
do not contain any inaccuracies or misstatements of any kind. 


        7.6    Disclosure.    No representation or warranty by the Seller contained in this Agreement,
and no statement contained in the Exhibits or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement, contains any
untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein
not misleading. 




        8.    Representations and Warranties of Buyer.    



        8.1    Buyer Authorization.    The Buyer has all requisite power and authority to enter into,
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly
executed and delivered by the Buyer and constitutes the valid and binding obligations of the Buyer enforceable in accordance with its terms. The execution, delivery and performance by the Buyer of
this Agreement and any other agreement, document or instrument executed by the Buyer in connection with the consummation of the transactions contemplated hereby has been duly authorized by all
necessary corporate and third party action. 


        8.2    Disclosure.    No representation or warranty by the Buyer contained in this Agreement
or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Buyer pursuant to this Agreement, contains any untrue statement of a material fact or omits
to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. 




        9.    Assignment of Lease.    


        On
the Closing Date Seller agrees to assign, and Buyer agrees to accept assignment, of the Lease Agreement. Buyer shall be responsible for and shall perform all future payments and
obligations due under the Lease Agreement following the Closing as and when due in accordance with the terms of the Lease Agreement. Seller shall be responsible for obtaining the consent of the
Landlord to the assignment of the Lease Agreement to Buyer and for any claims, liabilities or damages resulting from Landlord withholding such consent. After Closing, Buyer shall use commercially
reasonable efforts to obtain the release of the personal guaranties of Mark Retzloff and Theresa Retzloff of the Lease Agreement. 


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        10.    Seller's Indemnification.    


        The
Seller shall indemnify the Buyer (including but not limited to Buyer's officers and board members) in respect of, and hold the Buyer harmless against, any and all debts, obligations
and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest
obligations, deficiencies, diminutions in value of assets, losses and expenses (including without limitation amounts paid in settlement, court costs, costs of investigators, fees and expenses of
attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Buyer resulting
from, relating to, constituting or arising out of: 



        a.     any
misrepresentation or breach of warranty by the Seller contained in this Agreement, it's Exhibits, or in any certificate, document or instrument furnished by the
Seller pursuant to this Agreement or in connection with the transactions contemplated hereby; 


        b.     any
failure to perform any covenant or agreement of the Seller contained herein; 


        c.     Any
third-party claim relating to the Business or the Purchased Assets that arose or accrued prior to the Agreement Date; or 


        d.     any
environmental condition that exists or existed prior on or prior to the Closing Date. 




        Notwithstanding
anything in this Section 10 to the contrary, Seller's liability under this Agreement shall not exceed the Cash Consideration. 



        11.    Buyer's Indemnification.    


        Crocs
shall indemnify, defend and hold harmless Seller, and Seller's managers, members and employees, from any Damages they incur or suffer resulting from, relating to, constituting or
arising out of: 



        a.     any
misrepresentation or breach of warranty by the Buyer contained in this Agreement, it's Exhibits, or in any certificate, document or instrument furnished by the Buyer
pursuant to this Agreement or in connection with the transactions contemplated hereby; 


        b.     any
failure to perform any covenant or agreement of the Buyer contained herein; or 


        c.     Any
third-party claim relating to the Business, the Purchased Assets or the Assumed Liabilities that arises or accrues on or after the Closing Date. 




        12.    Miscellaneous.    



        12.1.    Further Assurances.    Each party shall execute and deliver all such documents and
take all such other actions as the other party may reasonably request in order to fully effectuate and reflect the transactions contemplated hereby. 


        12.2.    No Assignment.    This Agreement may not be assigned by a party hereto without the
prior written consent of the other party. 


        12.3.    Amendment.    No amendment or waiver hereunder shall be of any effect unless in
writing and signed by both parties hereto. 


        12.4.    Governing Law.    This Agreement shall be governed by the laws of the State of
Colorado (excluding the choice of law rules thereof). 



        12.5.    Entire Agreement.    This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating thereto. 


        12.6.    Counterparts.    This Agreement may be signed in counterparts. 



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        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Agreement Date. 



	Crocs Hawaii, LLC	 	 	 
	
By:	

/s/  MARK RETZLOFF      	
 	

 	

 
	 	
	 	 	 
	 	Name: Mark Retzloff	 	 	 
	 	Title: Managing Partner	 	 	 
	
Crocs, Inc.	
 	

 	

 
	

By:	

/s/  CARYN ELLISON      	
 	

 	

 
	 	
	 	 	 
	 	Name: Caryn Ellison	 	 	 
	 	Title: CFO	 	 	 




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EXHIBIT 1
  Purchased Assets    
    


Computer/Printer 



Software

Router 




Warehouse
Racks 


Ladder



Ventilation
Fan 


32
Gridwall Kits 


Office
Machines 



Answering
Machine

Phone

Pencil Sharpener

Adding Machine

Scale 




Tables 


Organizers 


Chairs 


Office
Supplies 



Boxes

Bags

Toner

Tape Gun

Desktop Items 



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EXHIBIT 2.1
  
    Bill of Sale    
    


 
 

GENERAL ASSIGNMENT AND BILL OF SALE    
    


        THIS ASSIGNMENT AND BILL OF SALE is entered into effective the 3rd day of May, 2005 by and between Crocs, Inc. a Colorado company
("Crocs"), and Crocs Hawaii, LLC, a Hawaii limited liability company ("Seller"). 



        WHEREAS,
Seller and Crocs have entered into that certain Asset Purchase and Property Transfer Agreement, dated effective as of May 3, 2005 (the
"Agreement"), pursuant to which Seller has agreed to sell, transfer, convey, assign and deliver to Crocs and Crocs has agreed to purchase from Seller
all of the Purchased Assets (as defined in the Agreement). 


        NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
Seller hereby irrevocably sells, transfers, conveys, assigns and delivers to Crocs free and clear of all liens and encumbrances, all of Seller's right, title and Interest in, to and under the
Purchased Assets, TO HAVE AND TO HOLD the same unto Crocs, its successors and assigns, forever, and Crocs hereby accepts the sale, transfer, conveyance, assignment and delivery of same. 


        This
General Assignment and Bill of Sale may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the
same instrument. 


        This
General Assignment and Bill of Sale shall be governed by and construed in accordance with the laws of the State of Colorado applicable to a contract executed and performed in such
State without giving effect to the conflicts of laws principles thereof, except that if it is necessary in any other jurisdiction to have the law of such other jurisdiction govern this General
Assignment and Bill of Sale in order for this General Assignment and Bill of Sale to be effective in any respect, then the laws of such other jurisdiction shall govern this General Assignment and Bill
of Sale to such extent. 


        IN
WITNESS WHEREOF, the parties hereto have each caused this General Assignment and Bill of Sale to be signed and delivered by its duly authorized officer, all as of the date first set
forth above. 



	Crocs Hawaii, LLC	 	 	 
	

By:	

/s/  MARK RETZLOFF      	
 	

 	

 
	 	
	 	 	 
	 	Name: Mark Retzloff	 	 	 
	 	Title: Managing Partner	 	 	 
	
Crocs, Inc.	
 	

 	

 
	

By:	

/s/  CARYN ELLISON      	
 	

 	

 
	 	
	 	 	 
	 	Name: Caryn Ellison	 	 	 
	 	Title: CFO	 	 	 




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EXHIBIT 3
  
    Closing Date Balance Sheet Dated May 19, 2005    
    


Crocs Hawaii

Balance Sheet

As of May 19, 2005  



	 
	 	May 19, 05
	 
	ASSETS	 	 	 
	 	Current Assets	 	 	 
	 	 	Checking/Savings	 	 	 
	 	 	 	BOH Checking	 	70,225.68	 
	 	 	
	 
	 	 	Total Checking/Savings	 	70,225.68	 
	 	 	Accounts Receivable	 	 	 
	 	 	 	Accounts Receivable	 	11,481.19	 
	 	 	
	 
	 	 	Total Accounts Receivable	 	11,481.19	 
	 	 	Other Current Assets	 	 	 
	 	 	 	Rent Deposit	 	1,750.00	 
	 	 	 	Inventory Asset	 	33,972.93	 
	 	 	
	 
	 	 	Total Other Current Assets	 	35,722.93	 
	 	 	
	 
	 	Total Current Assets	 	117,429.80	 
	 	 	
	 
	TOTAL ASSETS	 	117,429.80	 
	 	 	
	 
	LIABILITIES & EQUITY	 	 	 
	 	Liabilities	 	 	 
	 	 	Current Liabilities	 	 	 
	 	 	 	Accounts Payable	 	 	 
	 	 	 	 	Accounts Payable	 	92,219.96	 
	 	 	
	 
	 	 	 	Total Accounts Payable	 	92,219.96	 
	 	 	 	Credit Cards	 	 	 
	 	 	 	 	Advanta	 	3,981.90	 
	 	 	
	 
	 	 	 	Total Credit Cards	 	3,981.90	 
	 	 	 	Other Current Liabilities	 	 	 
	 	 	 	 	Payroll Liabilities	 	 	 
	 	 	 	 	 	Fed W/H Payable	 	427.00	 
	 	 	 	 	 	HI State W/H Payable	 	642.26	 
	 	 	 	 	 	Social Security W/H Payable	 	376.16	 
	 	 	 	 	 	Medicare W/H Payable	 	87.96	 
	 	 	 	 	 	Corp SS Payable	 	376.16	 
	 	 	 	 	 	Corp Medicare Payable	 	87.96	 
	 	 	 	 	 	Federal Unemployment Payable	 	43.29	 
	 	 	 	 	 	HI State Unemployment Payable	 	333.55	 
	 	 	 	 	 	HI ETF Payable	 	1.39	 
	 	 	 	 	 	Payroll Liabilities—Other	 	13.93	 
	 	 	
	 
	 	 	 	 	Total Payroll Liabilities	 	2,389.66	 
	 	 	 	 	Sales Tax Payable	 	967.29	 
	 	 	
	 
	 	 	 	Total Other Current Liabilities	 	3,356.95	 
	 	 	
	 
	 	 	Total Current Liabilities	 	99,558.81	 
	 	 	
	 
	 	Total Liabilities	 	99,558.81	 
	 	Equity	 	 	 
	 	 	Equity—Mark Retzloff	 	58,850.00	 
	 	 	Retained Earnings	 	(5,987.90	)
	 	 	Net Income	 	(34,991.11	)
	 	 	
	 
	 	Total Equity	 	17,870.99	 
	 	 	
	 
	TOTAL LIABILITIES & EQUITY	 	117,429.80	 
	 	 	
	 




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EXHIBIT 3-1
  
    Assumed Liabilities    
    



        1.     Lease
Agreement 


        2.     


        3.     


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EXHIBIT 4
  
    Settlement Statement    
    


HAWAII CLOSING



	 
	 	5/19/05 B/S
	 	Adj
	 	Total

	Assets	 	 	 	 	 	 
	 	Cash	 	70,226	 	 	 	70,226
	 	A/R	 	11,481	 	 	 	11,481
	 	Inventory	 	33,973	 	5,937	 	39,910
	 	Other	 	1,750	 	 	 	1,750
	 	 	
	 	 	 	

	Total Assets	 	117,430	 	5,937	 	123,367
	

Liabilities	
 	

 	
 	

 	
 	

 
	 	A/P	 	92,220	 	6,764	 	98,984
	 	Credit Cards	 	3,982	 	 	 	3,982
	 	Other Current Liabilities	 	3,357	 	 	 	3,357
	 	 	
	 	 	 	

	Total Liabilities	 	99,559	 	6,764	 	106,323
	

Equity	
 	

17,871	
 	

0	
 	

17,871
	

Total Liabilities and Equity	
 	

117,430	
 	

6,764	
 	

124,194
	

Net Equity	
 	

17,871	
 	

0	
 	

17,044
	Less: A/R	 	11,481	 	0	 	11,481
	

Payment	
 	

50,000	
 	

 	
 	

50,000
	 	 	
	 	 	 	

	Total Cash Consideration	 	56,390	 	 	 	55,563





        IN WITNESS WHEREOF, the undersigned have executed this Settlement Statement effective as of May 19, 2005. 



	Crocs Hawaii, LLC	 	 	 
	

By:	

/s/  MARK RETZLOFF      	
 	

 	

 
	 	
	 	 	 
	 	Name: Mark Retzloff	 	 	 
	 	Title: Managing Partner	 	 	 
	
Crocs, Inc.	
 	

 	

 
	

By:	

/s/  CARYN ELLISON      	
 	

 	

 
	 	
	 	 	 
	 	Name: Caryn Ellison	 	 	 
	 	Title: CFO	 	 	 




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QuickLinks



Exhibit 10.16


ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT

EXHIBIT 1 Purchased Assets

EXHIBIT 2.1 Bill of Sale

GENERAL ASSIGNMENT AND BILL OF SALE

EXHIBIT 3 Closing Date Balance Sheet Dated May 19, 2005

EXHIBIT 3-1 Assumed Liabilities

EXHIBIT 4 Settlement Statement