Exhibit 4.1


 


RESTATED
CERTIFICATE OF INCORPORATION

OF

CROCS, INC.


 


Crocs, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), does hereby certify as follows:


 


FIRST:
The name of the Corporation is “Crocs, Inc.”


 


SECOND: The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on April 15, 2005.


 


THIRD:
This Restated Certificate of Incorporation (“Certificate of Incorporation”) was
duly adopted in accordance with Section 245 of the General Corporation Law
of the State of Delaware. Pursuant to Sections 242 and 228 of the General
Corporation Law of the State of Delaware, the amendments and restatement herein
set forth have been duly adopted by the Board of Directors and a majority of
the stockholders of the Corporation.


 


FOURTH:
Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, this Certificate of Incorporation restates and integrates and amends
the provisions of the Certificate of Incorporation of this Corporation.


 


FIFTH:
The text of the Certificate of Incorporation is hereby restated and amended to
read in its entirety as follows:


 


ARTICLE
I

NAME


 


The name of the
corporation (which is hereinafter referred to as the “Corporation”) is:


 


Crocs, Inc.


 


ARTICLE
II

REGISTERED OFFICE


 


The registered office of
the Corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name and address of the Registered Agent in
charge thereof shall be The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.


 


ARTICLE
III

PURPOSE


 


The purpose of the
Corporation shall be to engage in any lawful act or activity for which
corporations may be organized and incorporated under the General Corporation
Law of the State of Delaware (the “DGCL”).


 


ARTICLE
IV

STOCK


 


Section 1. Authorization. The Corporation shall be
authorized to issue 130,000,000 shares of capital stock, of which 125,000,000
shares shall be shares of Common Stock, par value $0.001 per share (“Common
Stock”), and 5,000,000 shares shall be shares of Preferred Stock, par value
$0.001 per share (“Preferred Stock”).


 


Section 2. Preferred Stock Rights. Shares of
Preferred Stock may be issued from time to time in one or more series. The
Board of Directors of the Corporation (the “Board of Directors”) is hereby


 

















 


authorized by resolution
or resolutions to fix the voting rights, if any, designations, powers,
preferences and the relative, participation, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, of any unissued
series of Preferred Stock; and to fix the number of shares constituting such
series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof then outstanding).


 


Section 3. Common Stock Rights. Except as otherwise
provided by law or by the resolution or resolutions adopted by the Board of
Directors designating the rights, powers and preferences of any series of
Preferred Stock, the Common Stock shall have the exclusive right to vote for
the election of directors and for all other purposes. Each share of Common
Stock shall have one vote on each matter properly submitted to the stockholders
of the Corporation for their vote, and the holders of the Common Stock shall
vote together as a single class.


 


ARTICLE
V

BOARD OF DIRECTORS


 


Section 1. Number of Directors. Except as otherwise
provided by the resolution or resolutions adopted by the Board of Directors
designating the rights, powers and preferences of any series of Preferred
Stock, the number of directors of the Corporation shall be fixed, and may be
increased or decreased from time to time, exclusively by resolution of the
Board of Directors.


 


Section 2. Classes. The directors, other than those
who may be elected by the holders of any outstanding series of Preferred Stock
as set forth in this Certificate of Incorporation, shall be divided into three
classes, as nearly equal in number as possible and designated Class I, Class II
and Class III. Class I shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 2006, Class II shall
be initially elected for a term expiring at the annual meeting of stockholders
to be held in 2007, and Class III shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 2008. Members of
each class shall hold office until their successors are elected and qualified.
At each succeeding annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at that meeting shall
be elected for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election. In case of any increase or
decrease, from time to time, in the number of directors, other than those who
may be elected by the holders of any series of Preferred Stock as set forth in
this Certificate of Incorporation, the number of directors in each class shall
be apportioned as nearly equal as possible.


 


Section 3. Written Ballot. Unless and except to the
extent that the Bylaws of the Corporation shall so require, the election of
directors of the Corporation need not be by written ballot.


 


Section 4. Removal. Except as otherwise provided by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of any series of Preferred Stock, any director
or the entire Board of Directors may be removed from office only for cause by
the holders of a majority of the voting power of the outstanding shares of the
Corporation entitled to vote at an election of directors.


 


Section 5. Vacancies. Except as otherwise provided by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of any series of Preferred Stock or unless the
Board of Directors determines by resolution that any vacancy or newly created
directorship shall be filled by the stockholders, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be
filled solely by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors, or by
the sole remaining director. Any director so chosen shall hold office until
such director’s successor shall be elected and qualified and until the next
election of the class for


 


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which such director shall
have been chosen. No decrease in the number of directors shall shorten the term
of any incumbent director.


 


ARTICLE
VI

AMENDING THE BYLAWS


 


In furtherance and not in
limitation of the powers conferred by law, the Board of Directors is expressly
authorized and empowered to adopt, amend and repeal the Bylaws of the
Corporation at any regular or special meeting of the Board of Directors or by
written consent, subject to the power of the stockholders of the Corporation to
adopt, amend or repeal any Bylaws. The foregoing notwithstanding, the
stockholders of the Corporation shall have no power to adopt, amend or repeal
any Bylaws unless such adoption, amendment or repeal is approved by the
affirmative vote of the holders of not less than sixty-six and two-thirds
percent (66 2/3 %) of the voting power of all of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for purposes of this
Article VI as a single class.


 


ARTICLE
VII

AMENDING THE CERTIFICATE OF INCORPORATION


 


Subject to the provisions
of Article X hereof, the Corporation reserves the right at any time from
time to time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law. All rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation
in its present form or as hereafter amended are granted subject to the right
reserved in this Article.


 


ARTICLE
VIII

DIRECTOR LIABILITY; INDEMNIFICATION AND
INSURANCE


 


Section 1. Elimination of Certain Liability of Directors.
The personal liability of the directors of the Corporation shall be eliminated
to the fullest extent permitted by law. No amendment, modification or repeal of
this Article, adoption of any provision in this Certificate of Incorporation,
or change in the law or interpretation of the law shall adversely affect any
right or protection of a director or officer of the Corporation under this
Article VIII with respect to any act or omission that occurred prior to
the time of such amendment, modification, repeal, adoption or change.


 


Section 2. Indemnification and Insurance. To the
fullest extent permitted by applicable law, the Corporation is authorized to
provide indemnification of (and advancement of expenses to) directors, officers
and agents of the Corporation (and any other persons to which the DGCL permits
the Corporation to provide indemnification) through Bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the DGCL. The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
Any amendment, repeal or modification of the foregoing provisions of this
Section shall not adversely affect any right or protection of any director,
officer or other agent of the Corporation existing at the time of, or increase
the liability of any director of the Corporation with respect to any acts or
omissions of such director, officer or other agent occurring prior to, such
amendment, repeal or modification.


 


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ARTICLE
IX

STOCKHOLDER MEETINGS


 


Section 1. Written Action. Any action required or
permitted to be taken by stockholders may be effected only at a duly called
annual or special meeting of stockholders and may not be effected by a written
consent or consents by stockholders in lieu of such a meeting.


 


Section 2. Special Meetings. Except as otherwise
required by law or provided by the resolution or resolutions adopted by the
Board of Directors designating the rights, powers and preferences of any series
of Preferred Stock, special meetings of stockholders of the Corporation may be
called only by (a) the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors or (b) the
Chairman of the Board of Directors, and any power of stockholders to call a
special meeting is specifically denied.


 


Section 3. Advance Notice. Advance notice of
stockholder nominations for the election of directors and of business to be brought
by stockholders before any meeting of the stockholders of the Corporation shall
be given in the manner provided in the Bylaws.


 


ARTICLE
X

SUPERMAJORITY AMENDMENT


 


Notwithstanding any other
provisions of this Certificate of Incorporation or the Bylaws (and
notwithstanding that a lesser percentage may be specified by law), the
provisions of Article V, Article VI, Article VIII,
Article IX and this Article X hereof may not be altered, amended or
repealed unless such alteration, amendment or repeal is approved by the
affirmative vote of the holders of not less than sixty-six and two-thirds
percent (66 2/3 %) of the voting power of all of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for purposes of this
Article X as a single class.


 


ARTICLE
XI

DELAYED EFFECTIVENESS


 


This Certificate of Incorporation
shall be effective as of 9:00 am Eastern Standard Time on February 13, 2006.


 


* * * *


 


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IN WITNESS WHEREOF,
Crocs, Inc. has caused this Restated Certificate of Incorporation to be
executed by Ronald R. Snyder, its Chief Executive Officer, this 10th day of
February, 2006.


 


 


	
   

  	
  CROCS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RONALD R. SNYDER

  	
   

  
	
   

  	
   

  	
  Ronald R. Snyder,
  President and CEO

  



 


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