EX-10.1






AMENDMENT




THIS AMENDMENT (“Amendment”) to the current Employment Agreement is made as of 12-5-17, by and
between SKECHERS U.S.A., INC. (the “Company”) and MICHAEL GREENBERG (“Employee”).



RECITALS




A. Employee currently is employed by the Company as its President.



B. The Company and Employee currently are parties to an Employment Agreement, effective as of
January 1, 2015 (“Employment Agreement”), which sets forth their respective obligations and
responsibilities in connection with the employment relationship.



C. The Company and Employee wish to amend the Employment Agreement by changing the end of the
term of the Employment Agreement to December 31, 2021, and by adding or modifying certain
provisions.



In consideration of the mutual covenants contained herein, Employee and the Company agree as
follows (Unless otherwise specified, all references in this Amendment are to Sections of the
Employment Agreement):



1. Section 3 is amended to change the stated ending date of the term of employment of Employee
by the Company under the Employment Agreement from December 31, 2018 to December 31, 2021.



2. A new Section 4.8 is added to the Employment Agreement, as follows:



“Company Airplane. Employee will be entitle to reasonable use of the Company’s
private airplane, subject to availability determined by the Company’s business needs and the
ranking of Company employees who are entitled to use the airplane. Use of the airplane solely for
business purposes will not be treated as compensation to Employee. Use of the airplane with a
guest or for other personal matters will be treated as compensation to Employee, and will be
reported on an IRS W-2 Form issued to Employee. The Compensation Committee of the Company’s Board
of Directors will have sole discretion (i) to determine whether or not Employee’s use of the
airplane will be treated as compensation to Employee, (ii) to determine the amount of compensation
that will be attributed to Employee, in accordance with IRS regulations, and (iii) to put
limitations on Employee’s use of the airplane for purposes treated as compensation to Employee.”



3. A new Section 4.9 is added to the Employment Agreement, as follows:



“Financial Planning/Tax Preparation. Subject to the approval of the Compensation
Committee of the Company’s Board of Directors on an annual basis and in its sole discretion, the
Company will reimburse Employee for the costs that he incurs in obtaining financial planning and
tax preparation services. The reimbursement will be treated as compensation to Employee, and will
be reported on an IRS W-2 Form issued to Employee.”



4. Section 6.5 is amended to read as follows:



“Voluntary Termination Without Good Reason . Employee may voluntarily terminate this
Agreement and Employee’s employment with the Company without “Good Reason” as defined in Section
6.6, below, upon providing one hundred twenty (120) days written notice of such termination to the
Company, provided, however, that the Company may waive any part or all of the notice period and
accelerate the date of termination accordingly, in its sole and absolute discretion.”



5. Section 7.2(c) is amended by splitting it into the following two Sections 7.2(c) and (d),
and renumbering current Sections 7.2(d), (e) and (f) to Sections 7.2(e), (f) and (g):



“(c) If Employee’s employment is voluntarily terminated by Employee without Good Reason, the
120th day following delivery of the notice of termination by Employee to the Company,
unless the Company accelerates the date of termination as specified in Section 6.5, in which event
the date of termination will be the accelerated date specified by the Company;”



“(d) If Employee’s employment is terminated by the Company for Cause, the date on which the
notice of termination is delivered by the Company to Employee;”



6. The phrase “the four year Term” in the second sentence of the first paragraph of Section
8.3, and in the second sentence in the second paragraph of Section 8.4, is amended to read “the
Term.”



7. Section 8.5 is amended to read as follows:



“Single Trigger Event. The provisions for payments contained in this Section 8 may be
triggered only once during the term of this Agreement, so that, for example, should Employee be
terminated because of a Disability and should there thereafter be a Change in Control, then
Employee would be entitled to be paid only under Section 8.1 and not under Section 8.4, as well. In
addition, Employee shall not be entitled to receive severance benefits of any kind from any parent,
wholly owned subsidiary or other affiliated entity of the Company if those severance benefits would
be received in connection with the same event or series of events as to which the payments provided
for in Section 8.3 or Section 8.4 have been triggered.”



8. The following Section 9.7 is added, and current Section 9.7 is renumbered to Section 9.8:



“Immunity Provisions. Employee and the Company expressly recognize the immunity
provisions of the Defense of Trade Secrets Act that provide that (i) an individual shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of
a trade secret that is made in confidence to a federal, state, or local government official or to
an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii)
an individual shall not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal, and (iii) an individual who
files a lawsuit for retaliation by an employer for reporting a suspected violation of law may
disclose the trade secret to the attorney of the individual and use the trade secret information in
the court proceeding, if the individual files any document containing the trade secret under seal,
and does not disclose the trade secret, except pursuant to court order.”



9. Section 23 is amended to read as follows:



“Arbitration. To the extent not resolved through mediation as provided in Section 22,
and except for claims that may not be included in this arbitration agreement as a matter of law
(e.g., unemployment and workers’ compensation claims), all claims, disputes and other matters in
question arising out of or relating to this Agreement, the Employee’s employment with the Company,
any termination of the Employee’s employment, the enforcement or interpretation of this Agreement,
or because of an alleged breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, including (without limitation) any common law claims and any state or
federal statutory claims, both claims the Employee may have against the Company (and claims against
the Company’s current, former or future parents, subsidiaries, affiliates, directors, shareholders,
officers, employees, members, successors, agents and assigns) and claims the Company may have
against the Employee, shall be resolved by binding arbitration in Los Angeles, California, before a
sole, neutral arbitrator (the “Arbitrator”) mutually selected by the parties from Judicial
Arbitration and Mediation Services (“JAMS”) in accordance with the Employment Arbitration Rules and
Procedures (“Rules”) of JAMS then in effect. The Rules may be found on JAMS’ website at
www.jamsadr.com.  The parties acknowledge and agree that that the arbitration and this
agreement to arbitrate will be governed by the Federal Arbitration Act, and that the Company’s
business and the nature of the Employee’s employment affects interstate commerce.  Final resolution
of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just
and equitable, including any and all remedies provided by common law and applicable state or
federal statutes, and any and all remedies that would otherwise be available to the Employee and
the Company in a court action.  The parties will be permitted to engage in sufficient discovery to
allow the parties to gather necessary evidence to prove their claims and present their defenses. 
The prevailing party shall be entitled to such reasonable attorneys’ fees, costs and expenses as
may be fixed by the arbitrator, including, without limitation, the costs and fees charged by the
arbitrator and JAMS, in accordance with the provisions of applicable law. However, if either party
prevails on a statutory claim that affords attorneys’ fees to the prevailing party, the arbitrator
may award reasonable fees to the prevailing party in accordance with applicable law. Subject to
the arbitrator’s ruling, the Company shall pay filing fees related to the arbitration and the
arbitrator’s fees and costs. At the conclusion of the arbitration, the Arbitrator shall issue a
written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s
award or decision is based.  The parties expressly waive the right to a jury trial, and agree that
the arbitrator’s award shall be final and binding on both parties, subject to any appeal rights
provided by law, and may be enforced by any court of competent jurisdiction.



10. Section A of the RECITALS in Attachment “A” to the Employment Agreement is amended to read
as follows:



“Employee and the Company have entered into an Employment Agreement dated as of January 1,
2015, and amended by an Amendment dated as of [Date] (the “Agreement”).”



11. The second paragraph of the MISCELLANEOUS section of Attachment “A” to the Employment
Agreement is amended to read as follows:



“Employee and the Company acknowledge and agree that (i) Employee has twenty-one (21) days
from his receipt of this Waiver Agreement in which to consider its terms (including, without
limitation, Employee’s release and waiver of any and all claims under the Age Discrimination in
Employment Act) before executing it, although Employee may execute this Waiver Agreement earlier if
he chooses (but not earlier than his employment termination date), (ii) Employee will have seven
(7) days after his execution of this Waiver Agreement in which to revoke this Waiver Agreement
(including, without limitation, Employee’s release and waiver of any and all claims under the Age
Discrimination in Employment Act), in which event a written notice of revocation must be received
by the Chief Executive Officer of the Company before the expiration of this seven (7) day
revocation period, and (iii) this Waiver Agreement will not become effective and enforceable until
this seven (7) day period has expired without revocation by Employee.”



12. The underlined penultimate paragraph of Attachment “A” to the Employment Agreement is
deleted in its entirety.



13. In all other respects, and with the modifications contained in this Amendment, the
Employment Agreement and its provisions remain in full force and effect.



IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date and
year first above written.



	 	 	 
	“Employee”

MICHAEL GREENBERG

/s/ MICHAEL GREENBERG

	 	“Company”

SKECHERS U.S.A., INC.

By: /s/ ROBERT GREENBERG
	 

	 	 
	MICHAEL GREENBERG

Dated: 12-5-17

	 	Dated: Dec 5th, 2017