Exhibit 10.1


CROCS,
INC.

2008 CASH INCENTIVE PLAN


1.  Purpose.  The purpose of the Crocs, Inc. 2008 Cash
Incentive Plan (the “Plan”) is to advance the interests of Crocs, Inc. (“Crocs”)
and its stockholders by promoting Crocs’s pay for performance philosophy,
attracting and retaining key employees of Crocs and its subsidiaries, and
stimulating the efforts of such employees toward the continued success and
growth of Crocs’s business.  Amounts paid
pursuant to the Plan are intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Internal Revenue Code of 1986,
as amended.


2.  Definitions.  When the following terms are used with
capital letters in this Plan, they will have the meanings indicated:


(a)  “Award” means an
annual incentive award which, subject to the terms and conditions prescribed by
the Committee, entitles a Participant to receive a cash payment from the
Company in accordance with Section 3.


(b)  “Board” means
the Board of Directors of Crocs.


(c)  “Code” means the
Internal Revenue Code of 1986, as amended.


(d)  “Committee”
means the Compensation Committee of the Board or such other committee as may be
designated by the Board to administer the Plan.


(e)  “Company” means
Crocs and its subsidiaries.


(f)  “Covered Officer”
means any Participant whose compensation, in the Performance Period for which
the annual incentive is calculated, is subject to the compensation expense
deduction limitations set forth in Section 162(m) of the Code.


(g)  “Eligible Employee”
means any employee of the Company.


(h)  “Participant”
means an Eligible Employee designated by the Committee to participate in the
Plan as provided in Section 3.1. 
Designation by the Committee as a Participant for a specific Performance
Period or series of Performance Periods does not confer on the Participant the
right to participate in the Plan for any other Performance Periods.


(i)  “Performance-Based
Compensation” means an Award that is intended to constitute “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Code and the
regulations promulgated thereunder.


(j)  “Performance Measures”
means one or a combination of two or more of the following performance
criteria: net sales; net earnings; earnings before income taxes; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization; earnings per share (basic or diluted); profitability as measured
by return ratios (including return on assets, return on equity, return on
investment and return on net sales) or by the 













degree to which any of the
foregoing earnings measures exceed a percentage of net sales; cash flow; market
share; margins (including one or more of gross, operating and net earnings
margins); stock price; total stockholder return; asset quality; non-performing
assets; revenue growth; operating income; pre- or after-tax income; cash flow
per share; operating assets; improvement in or attainment of expense levels or
cost savings; economic value added; and improvement in or attainment of working
capital levels. In addition, for any Award to a Participant who is not a
Covered Officer or that is not intended to constitute Performance-Based
Compensation, Performance Measures may include, alone or in combination with
any of the foregoing Performance Measures, any other measure of performance as
determined by the Committee.  Any
Performance Measure utilized may be expressed in absolute amounts, on a per
share basis, as a change from preceding Performance Periods, as a comparison to
the performance of specified companies or other external measures, and may
relate to one or any combination of corporate (including such direct and
indirect subsidiaries of the Company as the Committee may determine or on such
consolidated basis as the Committee may determine), group, unit, division,
affiliate or individual performance.


(k)  “Performance Period”
means the period of time specified by the Committee over which the degree of
attainment of specified Performance Measures will be measured.


3.  Awards.


3.1  Allocation
of Awards.  Prior to the
earlier of (i) 90 days following the commencement of a Performance Period or
(ii) the passage of 25 percent of the duration of such Performance Period, the
Committee will designate such Eligible Employees as it deems appropriate to
participate in the Plan for such Performance Period. The Committee’s
designation of an Eligible Employee as entitled to participate in the Plan may
be for a single Performance Period, or for a fixed or indefinite series of
future Performance Periods, in its discretion. 
A designation for more than one Performance Period shall be subject to
the Participant’s continued employment by the Company, and may be rescinded at
any time as to future Performance Periods by the Committee.  Awards may be granted to a Participant in
such amounts and on such terms as may be determined by the Committee.  At the time an Award is made, the Committee
will specify the terms and conditions that will govern the Award, which will include
that the Award will be earned only upon, and to the extent that, the applicable
Performance measures as described in Section 3.2 are satisfied over the course
of the applicable Performance Period. 
Different terms and conditions may be established by the Committee for
different Awards and for different Participants.


3.2  Performance
Measures.  The payment of an
Award will be contingent upon the degree of attainment of such Performance
Measures over the applicable Performance Period as are specified by the
Committee.  Performance Measures for any
Performance Period will be established by the Committee prior to the earlier of
(i) 90 days following the commencement of the Performance Period or (ii) the
passage of 25 percent of the duration of the Performance Period.  The Committee may, in its discretion, modify
the Performance Measures applicable to a Performance Period if it determines
that as a result of changed circumstances, such modification is required to
reflect the original intent of such Performance Measures.  However, no such 



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modification
may be made to the extent it would increase the amount of compensation that
would otherwise be payable to any Participant who is a Covered Officer.


3.3  Maximum
Amount of Awards.  No
Participant who is a Covered Officer shall be entitled to receive an Award
payment for any Performance Period that exceeds $2,000,000 for a quarterly
Performance Period or the corresponding multiple of that amount for any
Performance Period that is more than one quarter in duration.


3.4  Adjustments.  The Committee is authorized at any time
during or after a Performance Period, in its sole and absolute discretion, to
reduce or eliminate the amount of an Award otherwise payable to any Participant
for any reason.  No reduction in the amount
of an Award payable to any Participant shall increase the amount of an Award
payable to any other Participant.


3.5  Payment of
Awards.  Following the
completion of each Performance Period, the Committee shall certify in writing
the degree to which the Performance Measures were attained and the Awards
payable to Participants.  Each
Participant shall receive payment in cash of the Award as soon as practicable
following the Committee’s determination and certification made pursuant to this
Section 3.5.


4.  Administration.


4.1  Authority of
Committee.  The Committee shall administer this Plan.  The Committee shall have exclusive power,
subject to the limitations contained in this Plan, to make Awards and to
determine when and to whom Awards will be granted, and the form, amount and
other terms and conditions of each Award, subject to the provisions of this
Plan.  The Committee shall have the
authority to interpret this Plan and any Award made under this Plan, to
establish, amend, waive and rescind any rules and regulations relating to the
administration of this Plan, and to make all other determinations necessary or
advisable for the administration of this Plan. 
The Committee may correct any defect, supply any omission or reconcile
any inconsistency in this Plan or in any Award in the manner and to the extent
it shall deem desirable.  The
determinations of the Committee in the administration of this Plan, as
described herein, shall be final, binding and conclusive, subject to the
provisions of this Plan.  A majority of
the members of the Committee shall constitute a quorum for any meeting of the
Committee.


4.2  Indemnification.  To the greatest extent permitted by law, (i)
no member or former member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Award
made under the Plan, and (ii) the members or former members of the Committee
shall be entitled to indemnification by the Company against and from any loss
incurred by such members by reason of any such actions and determinations.


5.  Effective Date of the
Plan.  The Plan shall become
effective as of January 1, 2008; provided that this Plan is approved and
ratified by Crocs’s stockholders before such date.  The Plan shall remain in effect until it has
been terminated pursuant to Section 8.



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6.  Right to Terminate
Employment.  Nothing in the
Plan shall confer upon any Participant the right to continue in the employment
of the Company or affect any right which the Company may have to terminate the
employment of a Participant with or without cause.


7.  Tax Withholding.  The Company shall have the right to withhold
from cash payments under the Plan to a Participant or other person an amount
sufficient to cover any required withholding taxes.


8.  Amendment, Modification
and Termination of the Plan. 
The Board or Committee may at any time terminate, suspend or modify the
Plan and the terms and provisions of any Award to any Participant which has not
been paid. Amendments are subject to approval of Crocs’s stockholders only if
such approval is necessary to maintain the Plan in compliance with the
requirements of Section 162(m) of the Code, its successor provisions or any
other applicable law or regulation.  No
Award may be granted during any suspension of the Plan or after its
termination.


9.  Unfunded Plan.  The Plan shall be unfunded, and the Company
shall not be required to segregate any assets that may at any time be
represented by Awards under the Plan.  No
Participant shall, by virtue of this Plan, have any interest in any specific assets
of the Company.


10.  Other Benefit and
Compensation Programs. 
Neither the adoption of the Plan by the Board nor its submission to the
stockholders of the Company shall be construed as creating any limitation on
the power of the Board or Committee to adopt such other incentive arrangements
as it may deem appropriate.  Payments
received by a Participant under an Award made pursuant to the Plan shall not be
deemed a part of a Participant’s regular recurring compensation for purposes of
the termination, indemnity or severance pay law of any state and shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract or similar arrangement provided by the
Company unless expressly so provided by such other plan, contract or
arrangement, or unless the Committee expressly determines otherwise.


11.  Governing Law.  To the extent that Federal laws do not
otherwise control, the Plan and all determinations made and actions taken
pursuant to the Plan shall be governed by the laws of the State of Colorado and
construed accordingly.


12.  Other Provisions.


12.1  Non-transferability. 
Participants and beneficiaries shall not have the right to assign,
pledge or otherwise dispose of any part of an Award under this Plan.


12.2  Termination of Employment. 
Except as otherwise provided in this section, no Award shall be paid to
a Participant who is not actively employed by the Company as of the end of the
applicable Performance Period.  If a
Participant’s employment with the Company ends during a Performance Period, the
Committee may, in its discretion, determine that the Participant (or his or her
beneficiaries) shall be paid a pro rata portion of the Award payment that the
Participant would have received but for the fact that the Participant’s
employment ended.  Any such pro rated
Award payment will be paid at the same time as other Award payments with
respect to the applicable Performance Period.



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