**Exhibit 10.3****SKECHERS U.S.A., INC.****2007 INCENTIVE AWARD PLAN****RESTRICTED STOCK AGREEMENT**     Skechers U.S.A., Inc., a Delaware corporation (the “***Company***”), pursuant to its 2007 IncentiveAward Plan (the “***Plan***”), hereby grants to the individual listed below (“***Participant***”), the numberof shares of the Company’s Class A Common Stock, par value $0.001 per share, set forth below (the“***Shares***”). This Restricted Stock Award is subject to all of the terms and conditions set forth inthis Restricted Stock Agreement (the “***Agreement***”) (including without limitation the Restrictions onthe Shares set forth in the Agreement) and the Plan, each of which are incorporated herein byreference. Capitalized terms used but not otherwise defined herein shall have the meaningsascribed to such terms in the Plan.**I.****NOTICE OF RESTRICTED STOCK AWARD**   **Participant:**     **Grant Date:**     **Total Number of Shares of Restricted Stock:**     **Vesting Schedule:**  **II.****AGREEMENT****ARTICLE I.****GENERAL**     1.1 Incorporation of Terms of Plan. The Award is subject to the terms and conditionsof the Plan which are incorporated herein by reference. In the event of any inconsistency betweenthe Plan and this Agreement, the terms of the Plan shall control.**ARTICLE II.****AWARD OF RESTRICTED STOCK**     2.1 Award of Restricted Stock.          (a) Award. In consideration of the Participant’s agreement to remain in the serviceor employ of the Company or one of its Subsidiaries, and for other good and valuable consideration,the Company issues to the Participant the Award of Restricted Stock described in this Agreement(the “***Award***”). The number of Shares of Restricted Stock subject to the Award is set forth in theNotice of Restricted Stock Award above.          (b) Book Entry Form. At the sole discretion of the Committee, the Shares will beissued in either (i) uncertificated form, with the Shares recorded in the name of the Participantin the
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books and records of the Company’s transfer agent with appropriate notations to the extentthat the Shares remain subject to the Restrictions (as defined below); or (ii) certificate formsubject to the terms of Sections 2.1(c) and (d).          (c) Legend. Certificates representing Shares issued pursuant to this Agreement shall,until all restrictions on transfer imposed pursuant to this Agreement lapse or shall have beenremoved and new certificates are issued, bear the following legend (or such other legend as shallbe determined by the Committee):“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTINGREQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAINRESTRICTED STOCK AGREEMENT, DATED ___, 20___BY AND BETWEEN SKECHERS U.S.A.,INC. AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLYOR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OROTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OFSUCH AGREEMENT.”          (d) Escrow. The Secretary of the Company or such other escrow holder as the Committeemay appoint may retain physical custody of the certificates representing the Shares until all ofthe restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed.In such event the Participant shall not retain physical custody of any certificates representingunvested Shares issued to the Participant.     2.2 Restrictions.          (a) Forfeiture of Shares Subject to Restrictions. In the event that the Participant’semployment with the Company is terminated for any reason, the Participant shall thereuponautomatically forfeit any and all Shares then subject to Restrictions and the Participant’s rightsin any Restricted Stock then subject to Restrictions shall terminate. For purposes of thisAgreement, “***Restrictions***” shall mean the restrictions on sale or other transfer set forth inSection 3.1 and the exposure to forfeiture set forth in this Section 2.2(a).          (b) Vesting and Lapse of Restrictions. Subject to Section 2.2(a), the Award shallvest and the Restrictions shall lapse in accordance with the vesting schedule set forth in theNotice of Restricted Stock Award above.          (c) Accelerated Vesting. In the event of a Change in Control, the Award shall vestand the Restrictions shall lapse with respect to all of the Shares subject thereto immediatelyprior to the consummation of such Change in Control.          (d) Tax Withholding. The Company shall have the authority and the right to deduct orwithhold or require the Participant to remit to the Company all amounts sufficient to satisfyfederal state and local taxes required by law to be withheld with respect to the issuance, vesting,lapse of Restrictions or payment of the Restricted Stock. The Committee may in its discretion andin satisfaction of the foregoing requirement allow the Participant to elect to have the Companywithhold shares of Stock otherwise issuable or vesting under the Award (or allow the return ofshares of Stock) having a Fair Market Value equal to the sums required to be withheld.Notwithstanding any other provision of the Plan or this Agreement, the number of shares of Stockwhich may be withheld with respect to the issuance, vesting, lapse of Restrictions or payment ofthe Restricted Stock in order to satisfy the Participant’s
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federal and state income and payroll tax liabilities with respect to the issuance, vesting,lapse of Restrictions or payment of the Restricted Stock shall be limited to the number of shareswhich have a Fair Market Value on the date of withholding or repurchase equal to the aggregateamount of such liabilities based on the minimum statutory withholding rates for federal and stateincome and payroll tax purposes that are applicable to such supplemental taxable income.**ARTICLE III.****OTHER PROVISIONS**     3.1 Restricted Stock Not Transferable. No Shares that are subject to the Restrictionsor any interest or right therein or part thereof shall be liable for the debts, contracts orengagements of the Participant or his successors in interest or shall be subject to disposition bytransfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether suchdisposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempteddisposition thereof shall be null and void and of no effect; *provided, however,*that this Section3.1 notwithstanding, with the consent of the Committee, such Shares may be transferred to certainpersons or entities related to Participant, including but not limited to members of Participant’sfamily, charitable institutions or trusts or other entities whose beneficiaries or beneficialowners are members of Participant’s family, and/or charitable institutions, or to such otherpersons or entities as may be expressly approved by the Committee, pursuant to any such conditionsand procedures the Committee may require. Notwithstanding the foregoing, in no event shall anyShares subject to the Restrictions be transferable by the Participant to a third party (other thanthe Company) for consideration.     3.2 Rights as Stockholder. Except as otherwise provided herein, upon the Grant Datethe Participant shall have all the rights of a stockholder with respect to the Shares, subject tothe Restrictions herein, including the right to vote the Shares and the right to receive any cashor stock dividends paid to or made with respect to the Shares.     3.3 Not a Contract of Employment. Nothing in this Agreement or in the Plan shallconfer upon the Participant any right to continue to serve as an employee or other service providerof the Company or any of its Subsidiaries.     3.4 Governing Law. The laws of the State of Delaware shall govern the interpretation,validity, administration, enforcement and performance of the terms of this Agreement regardless ofthe law that might be applied under principles of conflicts of laws.     3.5 Conformity to Securities Laws. The Participant acknowledges that the Plan andthis Agreement are intended to conform to the extent necessary with all provisions of theSecurities Act and the Exchange Act, and any and all regulations and rules promulgated thereunderby the Securities and Exchange Commission, including without limitation Rule 16b-3 under theExchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, andthis Award is granted, only in such a manner as to conform to such laws, rules and regulations. Tothe extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to theextent necessary to conform to such laws, rules and regulations.     3.6 Amendment, Suspension and Termination. To the extent permitted by the Plan, thisAgreement may be wholly or partially amended or otherwise modified, suspended or terminated at anytime or from time to time by the Committee or the Board*, provided,*that, except as may otherwise be
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provided by the Plan, no amendment, modification, suspension or termination of this Agreementshall adversely effect the Award in any material way without the prior written consent of theParticipant.     3.7 Notices. Notices required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in the United States mailby certified mail, with postage and fees prepaid, addressed to the Participant to his address shownin the Company records, and to the Company at its principal executive office.     3.8 Successors and Assigns. The Company may assign any of its rights under thisAgreement to single or multiple assignees, and this Agreement shall inure to the benefit of thesuccessors and assigns of the Company. Subject to the restrictions on transfer herein set forth,this Agreement shall be binding upon Participant and his or her heirs, executors, administrators,successors and assigns.[*Signature page follows*]
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     By his or her signature and the Company’s signature below, Participant agrees to be bound bythe terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan andthis Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior toexecuting this Agreement and fully understands all provisions of the Plan and this Agreement.Participant hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Committee upon any questions arising under the Plan or this Agreement. IfParticipant is married, his or her spouse has signed the Consent of Spouse attached to thisAgreement as Exhibit A.       **SKECHERS U.S.A., INC.:** **PARTICIPANT:**       By:   By:              Print Name:   Print Name:[Participant]             Title:                Address:                     
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**EXHIBIT A TO RESTRICTED STOCK AGREEMENT****CONSENT OF SPOUSE**     I, _____________, spouse of [Participant], have read and approve the foregoingAgreement. In consideration of issuing to my spouse the shares of the Class A Common Stock ofSkechers U.S.A., Inc. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-factin respect to the exercise of any rights under the Agreement and agree to be bound by theprovisions of the Agreement insofar as I may have any rights in said Agreement or any shares of thecommon stock of Skechers U.S.A., Inc. issued pursuant thereto under the community property laws orsimilar laws relating to marital property in effect in the state of our residence as of the date ofthe signing of the foregoing Agreement.           Dated:    ,                       Signature of Spouse
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