Exhibit 10.36


 


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 CONSTANCE
RISHWAIN (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 President of the
UGG Division 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 Four Hundred Thousand Dollars ($400,000) 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:

  	
   

  	
  Constance Rishwain

  
	
   

  	
   

  	
                                     

  
	
   

  	
   

  	
                                     

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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]


 


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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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Constance
  Rishwain

  



 


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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