Exhibit 10.37


 


CHANGE OF CONTROL AND
SEVERANCE AGREEMENT


 


THIS
CHANGE OF CONTROL AND SEVERANCE AGREEMENT (the “Agreement”) is made as
of
                      ,
by and between DECKERS OUTDOOR CORPORATION, a
Delaware corporation (the “Company”), and COLIN CLARK
(the “Executive”) and is effective as of January 1, 2010 (the “Effective
Date”).


 


ARTICLE I

DUTIES AND TERM


 


1.1           EMPLOYMENT.  In consideration of their mutual
covenants and other good and valuable consideration, the receipt, adequacy, and
sufficiency of which is hereby acknowledged, the Company agrees to enter into
this Agreement with the Executive, on an “at will” basis, and the Executive
agrees to enter into this Agreement upon the terms and conditions herein
provided and in accordance with all applicable employment rules of the
Company.


 


1.2           POSITION
AND RESPONSIBILITIES.  The Executive will serve as Senior Vice
President, International and shall report to the Company’s President and Chief
Executive Officer.


 


1.3           TERM.  The term of this Agreement will
commence on the Effective Date of this Agreement and will continue, unless
sooner terminated. Employment of the Executive is at will and will continue
until such time as written notice of termination is given by the Company or
written notice is given by the Executive.


 


1.4           AT-WILL
EMPLOYMENT.  Executive will continue to be employed as an
at-will employee of the Company.  Subject
to the provisions of Articles III and IV, as an at-will employee, Executive is
free to terminate his/her employment with the Company at any time, for any
reason, and the Company has the similar right to terminate Executive’s
employment at any time, for any reason. 
Although the Company may choose to terminate Executive’s employment for
cause, Executive’s employment is at-will and cause is not required.


 


ARTICLE II

COMPENSATION


 


For
all services rendered by the Executive in any capacity during the Executive’s
employment under this Agreement, the Company will compensate the Executive as
follows:


 


2.1           BASE
SALARY.  Effective
as of January 1, 2010, the Company will pay to the Executive an annual
base salary of Two Hundred Seventy-Five Thousand Dollars ($275,000) to be paid
in equal installments in accordance with the Company’s general payment policies
in effect during the term hereof (the “Base Salary”). Executive’s annual
base salary may be reviewed prior to December 31, 2010 and appropriate
increases to salary implemented. If Executive’s annual base salary is not
revised effective December 31, 2010, then Executive’s then existing salary
will continue on a monthly basis until changed. This provision does not alter
the at-will nature of Executive’s employment or the provisions of Articles III
and IV below.


 


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2.2           INCENTIVE
BONUS.  The Executive
shall be eligible to receive a targeted annual bonus based on performance
criteria established annually by the Compensation Committee (the “Incentive
Bonus”).


 


2.3           STOCK
COMPENSATION.  The Executive may be granted options to
purchase shares of Company Common Stock or Restricted Stock Units to purchase
shares of Company Common Stock in accordance with the Company’s Stock Option
Plan.  Any grants must be approved by the
Compensation Committee.


 


2.4           ADDITIONAL
BENEFITS.  The Executive will be entitled to participate
in all benefit and welfare programs, plans, and arrangements that are from time
to time made available to the Company’s like-level executive employees.


 


ARTICLE III

TERMINATION OF EMPLOYMENT


 


3.1           GENERAL.  While Executive is an at-will
employee as provided at Section 1.4 above, the follow conditions
for termination of employment are set forth in order to determine the nature of
Executive compensation entitlement upon termination of employment as discussed
in Article IV below.  Neither the
provisions of Article III or Article IV of this Agreement shall alter
the at-will nature of Executive’s employment with the Company.  Upon termination of Executive’s employment,
Executive shall be deemed to have automatically resigned as a director or
officer of any of the Company’s affiliates or subsidiaries in which Executive
serves in any such capacity and during and after Executive’s employment,
Executive will assist Company in every proper way to evidence such resignation.


 


3.2           DEATH OR
RETIREMENT OF EXECUTIVE.  The Executive’s employment under this
Agreement will automatically terminate upon the death or Retirement (as defined
in Section 6.1) of the Executive.


 


3.3           BY
EXECUTIVE.  The Executive may terminate the Executive’s
employment under this Agreement by giving Notice of Termination (as defined in Section 6.1
hereof) to the Company:


 


(a)           for Good
Reason (as defined in Section 6.1 hereof); and


 


(b)           at any
time without Good Reason.


 


3.4           BY
COMPANY.  The
Company may terminate the Executive’s employment under this Agreement by giving
Notice of Termination to the Executive:


 


(a)           in the
event of Executive’s Total Disability (as defined in Section 6.1 hereof);


 


(b)           for
Cause (as defined in Section 6.1 hereof); and


 


(c)           at any
time without Cause.


 


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ARTICLE IV

COMPENSATION UPON TERMINATION OF EMPLOYMENT


 


If
the Executive’s employment hereunder is terminated, in accordance with the
provisions of Article III hereof, and except for any other rights
or benefits specifically provided for herein to be effective following the
Executive’s period of employment, the Company will provide compensation and
benefits to the Executive only as follows:


 


4.1           UPON
TERMINATION FOR DEATH OR DISABILITY.  If the Executive’s employment hereunder is
terminated by reason of the Executive’s death or Total Disability, the Company
will:


 


(a)           pay the
Executive (or the Executive’s estate) or beneficiaries any Base Salary that has
accrued but was not paid as of the termination date (the “Accrued Base Salary”);


 


(b)           pay the
Executive (or the Executive’s estate) or beneficiaries for unused vacation days
accrued as of the termination date in an amount equal to the Executive’s Base
Salary multiplied by a fraction the numerator of which is the number of accrued
unused vacation days and the denominator of which is 260 (the “Accrued
Vacation Payment”);


 


(c)           subject
to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate)
or beneficiaries for expenses incurred by him prior to the date of termination
that are subject to reimbursement pursuant to this Agreement (the “Accrued
Reimbursable Expenses”);


 


(d)           provide
to the Executive (or the Executive’s estate) or beneficiaries any accrued and
vested benefits required to be provided by the terms of any Company-sponsored
benefit plans or programs (the “Accrued Benefits”), together with any
benefits required to be paid or provided in the event of the Executive’s death
or Total Disability under applicable law;


 


(e)           pay the
Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with
respect to a fiscal year prior to the year of termination that has been earned
and accrued but has not been paid (the “Accrued Incentive Bonus”); plus
a pro-rated portion of the Incentive Bonus based on the actual length of
service during the year of termination paid within sixty (60) days after the
Executive’s date of termination; and


 


(f)            the
Executive (or the Executive’s estate) or beneficiaries shall have the right to
exercise all vested unexercised stock options and warrants outstanding at the
termination date in accordance with terms of the plans and agreements pursuant
to which such options or warrants were issued.


 


4.2           UPON
TERMINATION BY COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON.  If the Executive’s employment is
terminated by the Company for Cause, or if the Executive terminates the
Executive’s employment with the Company other than (x) upon the Executive’s
death or Total Disability or (y) for Good Reason, the Company will:


 


(a)           pay the
Executive the Accrued Base Salary;


 


(b)           pay the
Executive the Accrued Vacation Payment;


 


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(c)           subject
to Section 4.6 hereof, pay the Executive the Accrued Reimbursable
Expenses;


 


(d)           pay the
Executive the Accrued Benefits, together with any benefits required to be paid
or provided under applicable law;


 


(e)           pay the
Executive any Accrued Incentive Bonus, and excluding any Incentive Bonus for
the year of termination; and


 


(f)            the
Executive will have the right to exercise vested options and warrants in
accordance with Section 4.1(f) hereof.


 


4.3           UPON
TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON.  In the event the Executive has
incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of
the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury
Regulation Section 1.409A-1(h)) (“Separation from Service”) by
reason of a termination of the Executive’s employment by the Company without
Cause or by the Executive for Good Reason, the Company will:


 


(a)           pay the
Executive the Accrued Base Salary;


 


(b)           pay the
Executive the Accrued Vacation Payment;


 


(c)           subject
to Section 4.6 hereof, pay the Executive the Accrued Reimbursable
Expenses;


 


(d)           pay the
Executive the Accrued Benefits, together with any benefits required to be paid
or provided under applicable law;


 


(e)           pay the
Executive any Accrued Incentive Bonus; plus a pro-rated portion of the
Incentive Bonus based on the actual length of service during the year of
termination, payable in lump sum within sixty (60) days after Executive’s date
of termination;


 


(f)            pay the
Executive severance, commencing within sixty (60) days following the
termination date, of twelve (12) monthly payments equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to
the time such termination occurs and paid on the regular monthly payroll dates
of the Company in accordance with the Company’s payroll practices as in effect
on such termination date.  Each
installment payment made pursuant to this Section 4.3(f) shall be
considered a separate payment for purposes of Section 409A of the Code
(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)).  Severance will be mitigated on a dollar for
dollar basis for any income received by Executive for duties performed for
Company or any third party during the twelve (12) months following termination;


 


(g)           maintain
in full force and effect, for the Executive’s and the Executive’s eligible
beneficiaries, until the first to occur of (x) the Executive’s attainment
of alternative employment if such employment includes health insurance benefits
or (y) the twelve (12) month anniversary of termination of employment, the
benefits provided pursuant to Company-sponsored benefit plans, programs, or
other arrangements in which the Executive was entitled to 


 


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participate as a full-time employee immediately prior to
such termination in accordance with Section 2.4 hereof, subject to
the terms and conditions of participation as provided under the general terms
and provisions of such plans, programs, and arrangements, or in the alternate,
the Company will arrange to provide the Executive with continued benefits
substantially similar to those which the Executive would have been entitled to
receive under such plans, programs, and arrangements (the “Continued
Benefits”); and


 


(h)           the
Executive shall have the right to exercise vested options and warrants in
accordance with Section 4.1(f).


 


4.4           UPON
CHANGE OF CONTROL AND TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE
FOR GOOD REASON. 
In the event the Executive has incurred a Separation from Service by
reason of a termination of the Executive’s employment, within two (2) years
of a Change of Control, by the Company without Cause or by the Executive for
Good Reason, the Company will:


 


(a)           pay the
Executive the Accrued Base Salary;


 


(b)           pay the
Executive the Accrued Vacation Payment;


 


(c)           subject
to 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses;


 


(d)           pay the
Executive the Accrued Benefits, together with any benefits required to be paid
or provided under applicable law;


 


(e)           pay the
Executive any Accrued Incentive Bonus; plus a pro-rated portion of the
Incentive Bonus based on the actual length of service during the year of
termination, payable in lump sum within sixty (60) days after Executive’s date
of termination;


 


(f)            pay the
Executive severance of one and one-half (1.5) times Executive’s Annual Base
Salary in effect immediately prior to the time such termination occurs plus the
greater of (x) one and one-half (1.5) times the targeted Incentive Bonus
immediately prior to the time such termination occurs or (y) one and one-half
(1.5)  times the average actual Incentive
Bonus for the previous three (3) years, whichever is greater, in lump sum
within sixty (60) days after Executive’s date of termination;


 


(g)           maintain
in full force and effect, for the Executive’s and the Executive’s eligible
beneficiaries, until the first to occur of (x) the Executive’s attainment
of alternative employment if such employment includes health insurance benefits
or (y) the eighteen (18) month anniversary of termination, the benefits
provided pursuant to Company-sponsored benefit plans, programs, or other
arrangements in which the Executive was entitled to participate as a full-time
employee immediately prior to such termination in accordance with Section 2.4
hereof, subject to the terms and conditions of participation as provided under
the general terms and provisions of such plans, programs, and arrangements, or
in the alternate, the Company will arrange to provide the Executive with
Continued Benefits substantially similar to those which the Executive would
have been entitled to receive under such plans, programs, and arrangements; and


 


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(h)           the
Executive shall have the right to exercise vested options and warrants in
accordance with Section 4.1(f).


 


4.5           RELEASE.  Notwithstanding any provision herein to the
contrary, the Company may require that, prior to payment of any amount or
provision of any benefit pursuant to subsection (f) or (g) of Sections
4.3 and 4.4, Executive shall have executed, on or prior to the
Release Expiration Date, a customary general release in favor of the Company in
the form attached hereto as Exhibit A, and any waiting periods
contained in such release shall have expired. 
To the extent that the Company requires execution of such release, the
Company shall deliver such release to Executive within five (5) business
days following the termination of Executive’s employment hereunder.  In the event that Executive fails to execute
such release on or prior to the Release Expiration Date, Executive shall not be
entitled to any payments or benefits pursuant to subsections (f) or (g) of
Sections 4.3 and 4.4.


 


4.6           Accrued
Reimbursable Expenses.  Without limiting the Company’s obligation
under Sections 4.1(c), 4.2(c), 4.3(c) and 4.4(c) hereof, the
reimbursement of any Accrued Reimbursable Expenses shall be made no later than December 31
of the year following the year in which the expense was incurred.


 


4.7           Section 409A.


 


(a)           Notwithstanding
anything herein to the contrary, to the extent (i) any amount or benefit
payable to the Executive pursuant to Sections 4.1, 4.2, 4.3
or 4.4 is treated as non-qualified deferred compensation subject to Section 409A
of the Code, (ii) the Company’s securities are publicly traded on the date
of the Executive’s termination of employment, (iii) the Executive is
determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, and (iv) the Company determines that delayed commencement of any
portion of the amounts payable to Executive pursuant to Sections 4.1,
4.2, 4.3 or 4.4 is required in order to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code (any such
delayed commencement, a “Payment Delay”), then such portion of the Executive’s
payments and/or benefits described in Sections 4.2, 4.3 or 4.4,
as the case may be, shall not be provided to Executive prior to the earlier of (A) the
expiration of the six-month period measured from the date of the Executive’s
date of termination, (B) the date of the Executive’s death or (C) such
earlier date as is permitted under Section 409A.  Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral
period, all payments deferred pursuant to a Payment Delay shall be paid in a
lump sum to Executive on the first day following such expiration, and any
remaining payments due under Sections 4.1, 4.2, 4.3 or 4.4
shall be paid as otherwise provided herein.


 


(b)           Notwithstanding
anything in this Section 4.7 to the contrary, to the maximum extent
permitted by applicable law, amounts payable to Executive pursuant to Sections
4.2, 4.3 or 4.4, as the case may be, shall be made in
reliance upon the Section 409A Safe Harbor Limit (as defined in Article VI)
and/or the exception for short-term deferrals (as set forth in Treasury
Regulation Section 1.409A-1(b)(4)).


 


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ARTICLE V

ADDITIONAL AGREEMENTS


 


5.1           OTHER
AGREEMENTS.  As further material consideration for the
Company entering into this Agreement, the Executive will also execute the
Company’s standard employee confidentially agreement, inventions assignment
agreement, and any other agreements required to be executed by all like level
executives of the Company.


 


5.2           EMPLOYEE’S
RESTRICTIVE COVENANTS UPON TERMINATION.  If the Executive’s employment is terminated
for any reason, Executive agrees:


 


(a)           To keep
all of the Company’s Confidential Information confidential in perpetuity in
accordance with the Company’s policy; and


 


(b)           To not
hire or solicit for hire or consultation employees of the Company for a period
of one and one-half  (1 1/2) years after
termination of employment.


 


ARTICLE VI

MISCELLANEOUS


 


6.1           DEFINITIONS.  For purposes of this Agreement,
the following terms will have the following meanings:


 


(a)           “Accrued
Base Salary” - as defined in Section 4.1(a) hereof.


 


(b)           “Accrued
Benefits” - as defined in Section 4.1(d) hereof.


 


(c)           “Accrued
Incentive Bonus” - as defined in Section 4.1(e) hereof.


 


(d)           “Accrued
Reimbursable Expenses” - as defined in Section 4.1(c) hereof.


 


(e)           “Accrued
Vacation Payment” - as defined in Section 4.1(b) hereof.


 


(f)            “Affiliate”
of a Person means a Person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
the first Person. “Control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
credit arrangement, as trustee or executor, or otherwise.


 


(g)           “Incentive
Bonus” as defined in Section 2.2 hereof.


 


(h)           “Base
Salary” as defined in Section 2.1 hereof.


 


(i)            “Cause”
will mean any willful breach of duty by the Executive in the course of the
Executive’s employment, continued violation of written Company employment
policies after written notice of such violation, violation of the Company’s
Insider Trading Policies, conviction of a felony or any crime involving fraud,
theft, embezzlement, dishonesty or moral turpitude, 


 


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engaging in activities which materially defame the
Company, engaging in conduct which is material injurious to the Company or its
Affiliates, or any of their respective customer or supplier relationships,
financially or otherwise, or the Executive’s gross negligence or continued
failure to perform Executive’s duties or his/her continued incapacity to
perform such duties.


 


(j)            “Change
of Control” will mean if there is a merger, consolidation, sale of all or a
major portion of the assets of the Company (or a successor organization) or
similar transaction or circumstance where any person or group acquires, in one
or more transactions, beneficial ownership of more than Fifty Percent (50%) of
the outstanding shares of any class of voting stock of the Company (or a
successor organization).


 


(k)           “Compensation
Committee” means the Compensation Committee of the Company’s Board of
Directors.


 


(l)            “Continued
Benefits” as defined in Section 4.3(g) hereof.


 


(m)          “Good
Reason” will mean, without the consent of the Executive (1) the
occurrence of material breach of this Agreement by the Company, or (2) if
within two (2) years of a Change of Control, there is a material reduction
of the Executive’s total compensation, benefits, and perquisites, the Company’s
relocation is greater than fifty (50) miles from the location where the
Executive performs services, or a material change in the Executive’s position
or duties; provided, however, no such event shall constitute “Good Reason”
hereunder unless the Executive shall have given written notice to the Company
of Executive’s intent to resign for “Good Reason” within thirty (30) days after
the Executive first becomes aware of the occurrence of any such event
(specifying the nature and scope of the event) and such event or occurrence
shall not have been cured within thirty (30) days of the Company’s receipt of
such notice.


 


(n)           “Notice
of Termination” will mean a notice which shall indicate the specific
termination provision of this Agreement relied upon and shall generally set
forth the basis for termination of the Executive’s employment under the
provision so indicated.


 


(o)           “Person”
means any natural person, firm, partnership, association, corporation, company,
limited liability company, limited partnership, trust, business trust,
governmental authority, or other entity.


 


(p)           “Release
Expiration Date” shall mean the date which is twenty-one (21) days
following the date upon which the Company delivers Executive the release
contemplated in Section 4.5 above, or, in the event that such
termination of employment is “in connection with an exit incentive or other
employment termination program” (as such phrase is defined in the Age
Discrimination in Employment Act of 1967), the date which is forty-five (45)
days following such delivery date.


 


(q)           “Retirement”
will mean normal retirement at age 65.


 


(r)            “Section 409A
Safe Harbor Limit” will mean, as determined in accordance with Treasury
Regulation §1.409A-1(b)(9)(iii), an amount equal to two (2) times the
lesser of (i) Executive’s annual rate of compensation for the taxable year
immediately preceding the taxable year in which Executive’s employment is
terminated by the Company or (ii) the dollar 


 


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amount in effect under Section 401(a)(17) of the Code
for the taxable year in which Executive’s employment is terminated.


 


(s)           “Severance”
will mean payments after termination of Executive’s employment.


 


(t)            “Total
Disability” will mean the Executive’s failure substantially to perform the
Executive’s duties hereunder on a full-time basis for a period exceeding one
hundred eighty (180) consecutive days or for periods aggregating more than one
hundred eighty (180) days during any twelve (12) month period as a result of
incapacity due to physical or mental illness. 
If there is a dispute as to whether the Executive is or was physically
or mentally unable to perform the Executive’s duties under this Agreement, such
dispute will be submitted for resolution to a licensed physician agreed upon by
the Company and the Executive, or if an agreement cannot be promptly reached,
the Company and the Executive will promptly each select a physician, and if
these physicians cannot agree, the physicians will promptly select a third
physician whose decision will be binding on all parties.  If such a dispute arises, the Executive will
submit to such examinations and will provide such information as such physician(s) may
request, and the determination of the physician(s) as to the Executive’s
physical or mental condition will be binding and conclusive.  Notwithstanding the foregoing, if the
Executive participates in any group disability plan provided by the Company,
which offers long-term disability benefits, “Total Disability” will mean
total disability as defined therein.


 


6.2           KEY MAN
INSURANCE.  The Company will have the right, in its sole
discretion, to purchase “key man” insurance on the life of the Executive.  The Company shall be the owner and
beneficiary of any such policy.  If the
Company elects to purchase such a policy, the Executive will take such physical
examinations and supply such information as may be reasonably requested by the
insurer.


 


6.3           SUCCESSORS;
BINDING AGREEMENT.  This Agreement will be binding upon any
successor to the Company and will inure to the benefit of and be enforceable by
the Executive’s personal or legal representatives, beneficiaries, designees,
executors, administrators, heirs, distributees, devisees and legatees.


 


6.4           MODIFICATION;
NO WAIVER.  This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.  No term or condition of this Agreement will
be deemed to have been waived, nor will there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument by
the party charged with such waiver or estoppel. 
No such written waiver will be deemed a continuing waiver unless
specifically stated therein, and each such waiver will operate only as to the
specific term or condition waived and will not constitute a waiver of such term
or condition for the future or as to any other term or condition.


 


6.5           SEVERABILITY.  The covenants and agreements
contained herein are separate and severable and the invalidity or
unenforceability of any one or more of such covenants or agreements, if not
material to the employment arrangement that is the basis for this Agreement,
will not affect the validity or enforceability of any other covenant or
agreement contained herein.


 


6.6           FORM OF
NOTICE TO PARTIES.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing 


 


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and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, or (c) sent by next-day or
overnight mail or delivery or (d) sent by telecopy or telegram, to the
following address:


 




	
   

  	
  If to the Executive:

  	
  Colin Clark

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Company:

  	
  Deckers Outdoor Corporation

  
	
   

  	
   

  	
  495-A South Fairview Avenue

  Goleta, CA  93117

  Attn:  Angel Martinez

  Facsimile: 805-967-7862

  






 


or, in each case, at such
other address as may be specified in writing to the other parties hereto.


 


All
such notices, requests, demands, waivers and other communications shall be
deemed to have been received (w) if by personal delivery on the day after
such delivery, (x) if by certified or registered mail, on the seventh
business day after the mailing thereof, (y) if by next-day or overnight
mail or delivery, on the day delivered, (z) if by telecopy or telegram, on
the next day following the day on which such telecopy or telegram was sent,
provided that a copy is also sent by certified or registered mail.


 


6.7           ASSIGNMENT.  This Agreement and any rights
hereunder will not be assignable by either party without the prior written
consent of the other party except as otherwise specifically provided for
herein.


 


6.8           ENTIRE
UNDERSTANDING.  This Agreement constitutes the entire
understanding between the parties hereto and no agreement, representation,
warranty or covenant has been made by either party except as expressly set
forth herein.


 


6.9           EXECUTIVE’S
REPRESENTATIONS.  The Executive represents and warrants that
neither the execution and delivery of this Agreement nor the performance of the
Executive’s duties hereunder violates the provisions of any other agreement to
which he is a party or by which he is bound.


 


6.10         GOVERNING
LAW .  This
Agreement will be construed in accordance with the laws of the State of
California, without regard to the conflict of laws provisions thereof, with
venue proper only in the County of Santa Barbara, California.


 


6.11         ARBITRATION.


 


(a)           Except
as provided in Section 6.11(c) below, the parties hereto agree
that any dispute or controversy arising out of, relating to, or in connection
with this Agreement, or the interpretation, validity, construction,
performance, breach, or termination thereof, shall be finally settled by
binding arbitration, unless otherwise required by law, to be held in Santa
Barbara, California under the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association as then in effect
(the “Rules”). The arbitrator(s) may grant injunctions or 


 


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other relief in such dispute or controversy. The decision
of the arbitrator(s) shall be final, conclusive and binding on the parties
to the arbitration, and judgment may be entered on the decision of the
arbitrator(s) in any court having jurisdiction.


 


(b)           The
arbitrator(s) shall apply California law to the merits of any dispute or
claim, without reference to rules of conflicts of law.


 


(c)           The
parties may apply to any court of competent jurisdiction for a temporary
restraining order, preliminary injunction, or other interim or conservatory
relief, as necessary, without breach of this arbitration agreement and without
abridgement of the powers of the arbitrator.


 


(d)           EMPLOYEE
HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EMPLOYEE
UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO SUBMIT ANY
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR
THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND
RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO EMPLOYEE’S RELATIONSHIP
WITH THE COMPANY, INCLUDING BUT NOT LIMITED TO, CLAIMS OF HARASSMENT,
DISCRIMINATION, WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.


 


[Signature Page Follows]


 


11

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Change of Control
and Severance Agreement as of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  DECKERS
  OUTDOOR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Angel
  Martinez

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Colin
  Clark

  



 


12

















 


EXHIBIT A


 


GENERAL RELEASE


 


1.             Employee’s employment with Deckers Outdoor
Corporation, a Delaware corporation (the “Company”) ceased effective
                              .


 


2.             Employee represents and
agrees that Employee has received all compensation owed to Employee by the
Company through Employee’s termination date, including all wages, bonuses,
commissions, earned but unused vacation, reimbursable business expenses, and
any other payments, benefits, or other compensation of any kind to which
Employee was entitled from the Company.


 


3.             Employee represents to the Company that Employee is
signing this General Release (this “Agreement”) voluntarily and with a
full understanding of and agreement with its terms for the purpose of receiving
additional pay from the Company as described in the Change of Control and
Severance Agreement dated
                        
(the “Agreement”).


 


4.             In reliance on the Employee’s promises,
representations, and releases in this Agreement, upon the Company’s receipt of
this executed General Release, the Company will provide Employee with the
payments described in the Agreement, less legally required withholding and
payroll deductions.


 


5.             In exchange for the
consideration provided to Employee as set forth above, Employee agrees to waive
and release all claims, known and unknown, which Employee has or might
otherwise have had against the Company, including all of its former or current
officers, directors, agents, employees and related entities (hereinafter
collectively referred to as the “Released Parties”), arising prior to
the date Employee executes this Agreement, regarding any aspect of Employee’s
employment, compensation, the cessation of Employee’s employment with the
Company, the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C.
section 1981, the Fair Labor Standards Acts, the California Fair Employment and
Housing Act, California Government Code section 12900, et seq.,
the Unruh Civil Rights Act, California Civil Code section 51, all provisions of
the California Labor Code; the Employee Retirement Income Security Act, 29
U.S.C. section 1001, et seq., all as amended, any other
federal, state or local law, regulation or ordinance or public policy,
contract, tort or property law theory, or any other cause of action whatsoever
that arose on or before the date Employee executes this Agreement.


 


6.             It is further understood and agreed that as a
condition of this Agreement, all rights under Section 1542 of the Civil
Code of the State of California are expressly waived by Employee.  Such Section reads as follows:


 


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her
settlement with the debtor.”


 


1

















 


Notwithstanding
Section 1542, and for the purpose of implementing a full and complete
release and discharge of the Released Parties, Employee expressly acknowledges
that this Agreement is intended to include and does include in its effect,
without limitation, all claims which Employee does not know or suspect to exist
in Employee’s favor against the Released Parties at the time of execution
hereof, and that this Agreement expressly contemplates the extinguishment of
all such claims.


 


7.             The release in this
Agreement includes, but is not limited to, claims arising under federal, state
or local law for age, race, sex or other forms of employment discrimination and
retaliation.  In accordance with the
Older Workers Benefit Protection Act, Employee hereby knowingly and voluntarily
waives and releases all rights and claims, known or unknown, arising under the
Age Discrimination in Employment Act of 1967, as amended, which he might
otherwise have had against the Released Parties.  Employee is hereby advised that he should
consult with an attorney before signing this Agreement and that he has 21 days
in which to consider and accept this Agreement by signing and returning this
Agreement to the Company’s President.  In
addition, Employee has a period of seven days following his execution of this
Agreement in which he may revoke the Agreement. 
If Employee does not advise the Company by a writing received by David
Bock within such seven day period of the Employee’s intent to revoke the
Agreement, the Agreement will become effective and enforceable upon the
expiration of the seven days.


 


8.             This Separation Agreement
and General Release shall not be construed as an admission by the Company of
any improper, wrongful, or unlawful actions, or any other wrongdoing against
Employee, and the Company specifically disclaims any liability to or wrongful
acts against Employee on the part of itself, its employees and its agent.


 


9.             This Agreement may be modified only by written
agreement signed by both parties.


 


	
  Dated:

  	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  DECKERS
  OUTDOOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  



 


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