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Exhibit 10.4  


NON-EXEMPT EMPLOYEE

UNDER FAIR LABOR STANDARDS ACT  


 
 

CROCS, INC.
  NOTICE OF GRANT OF STOCK OPTION


        Notice
is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of CROCS, INC. (the "Company"): 



	 	Optionee:	 	    






	 	Grant Date:	 	    






	 	Vesting Commencement Date:	 	    






	 	Exercise Price:	 	$                                     per
share





	 	Number of Option Shares:	 	$                         shares of Common Stock





	 	Expiration Date:	 	    






	 	Type of Option:	 	    
	 	Incentive Stock Option
	

 	
 	

    
	
 	

Non-Statutory Stock Option





        Date Exercisable:    The Option shall become exercisable for all the Option Shares upon the Optionee's completion of six
(6) months of Service measured from the Grant Date. 



	
Vesting Schedule:	
 	

    

	

    






        For
purposes of the Option, the term "Service" shall mean the provision of services to the Company (or any Subsidiary or Affiliate) by a person in the capacity of an employee, a
non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the Option Agreement. 


        Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the 2005 Equity Incentive Plan (the "Plan"). Optionee further agrees to be bound
by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A (the "Option
Agreement"). 


        Optionee
understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as  Exhibit B (the "Purchase Agreement").
Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as  Exhibit C. 







 



        REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN
REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.


        At Will Employment.    Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining
Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. 


        Definitions.    All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached
Stock Option Agreement. 


DATED:                         , 20     



	

 	
 	
COMPANY:
	

 	
 	
CROCS, INC.
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	

    






	

 	
 	
OPTIONEE:
	

 	
 	

Signature:	
 	

    






	

 	
 	

Printed Name:	
 	

    






	

 	
 	

Address:	
 	

    

	

 	
 	

 	
 	

    






Attachments:  



Exhibit A—Stock Option Agreement  


Exhibit B—Stock Purchase Agreement  


Exhibit C—2005 Equity Incentive Plan  


2








EXHIBIT A

STOCK OPTION AGREEMENT  


 Filed as Exhibit 10.6  








EXHIBIT B

STOCK PURCHASE AGREEMENT

Filed as Exhibit 10.5  








EXHIBIT C

2005 EQUITY INCENTIVE PLAN

Filed as Exhibit 10.2  











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CROCS, INC. NOTICE OF GRANT OF STOCK OPTION