Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”) is entered into February 9, 2009,
by and between Crocs, Inc., a Delaware corporation (the “Company”), and
John McCarvel  (the “Executive”).


 


BACKGROUND


 


A.            The Company is in the business of designing,
manufacturing, marketing, distributing, and selling unique and innovative
footwear for men, women and children.


 


B.            The Executive is currently employed by the
Company as its Executive Vice President and Chief Operating Officer.


 


C.            The Company desires to enter into this
Agreement with Executive in order to retain the services of Executive and
Executive desires to be employed with the Company, on the terms and conditions
set forth in this Agreement.


 


D.            In Executive’s position, Executive will have
access to confidential, proprietary and trade secret information of the
Company.  It is desirable and in the best
interests of the Company and its stockholders to protect confidential,
proprietary and trade secret information of the Company, to prevent unfair
competition by former executives of the Company following separation of their
employment with the Company and to secure cooperation from former executives
with respect to matters related to their employment with the Company.


 


AGREEMENT


 


In consideration of the foregoing premises and the
respective agreements of the Company and Executive set forth below, the Company
and Executive, intending to be legally bound, agree as follows:


 


1.             EMPLOYMENT.  Subject to the terms and
conditions hereof, the Company shall employ Executive and Executive agrees to
be so employed in the capacity of Executive Vice President and Chief Operating
Officer of the Company.  The term of this
Agreement shall be two years from the date hereof (the “Term”).


 


2.             DUTIES.  Executive shall diligently and
conscientiously devote Executive’s full time and attention to the discharge of
responsibilities of a Executive Vice President and Chief Operating Officer and
such other positions and duties as assigned from time to time by the Chief
Executive Officer and/or the Board of Directors (together with any authorized
committee of the Board, the “Board”).  In
such capacity, Executive shall at all times discharge said duties and
responsibilities in consultation with and under the supervision of the Chief
Executive Officer and the Board, or another executive as directed by the
Board.  Executive will follow and comply
with applicable policies and procedures adopted by the Company from time to
time, including without limitation policies relating to business ethics, code
of conduct, conflict of interest, non-discrimination, confidentiality and
protection of trade secrets, and insider trading.  Executive will not engage in other employment
or other material business activity, except as approved in 


 


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writing by the Board.  Executive hereby represents and confirms that
neither (i) Executive’s entering into this Agreement nor (ii) Executive’s
performance of Executive’s duties and obligations hereunder will violate or
conflict with any other agreement (oral or written) to which Executive is a
party or by which Executive is bound.


 


3.             COMPENSATION. 
During Executive’s employment under this Agreement, Executive will be
provided with the following compensation and benefits:


 


(a)           Base
Salary.  The Company will pay to Executive for
services provided hereunder a Base Salary at an annualized rate of $600,000,
which Base Salary will be paid on a bi-weekly basis in accordance with the
Company’s normal payroll policies and procedures.  The Board will review Executive’s performance
on an annual basis and determine any adjustments to Executive’s Base Salary in
its sole discretion; provided, however, that the Board may not reduce Executive’s
Base Salary without Executive’s consent during the Term of this Agreement.


 


(b)           Incentive Compensation. Executive will be eligible to participate
in the Company’s 2008 Cash Incentive Plan bonus plan (the “Bonus Plan”),  in accordance with its terms, as may be amended and in effect
from time to time.  Executive’s target
incentive compensation under the Bonus Plan shall be an amount up to eighty
percent (80%) of Executive’s Base Salary, subject to the terms and conditions
of the Bonus Plan.


 


(c)           Deferred Compensation and Equity Plan. 
Executive will be eligible to participate in the Company’s 2007 Senior
Executive Deferred Compensation Plan and 2007 Equity Incentive Plan, in
accordance with their respective terms, as they may be amended and in effect
from time to time.


 


(d)           Employee Benefits. 
Executive will be entitled to participate in all employee benefit plans
and programs generally available to executive employees of the Company, to the
extent that Executive meets the eligibility requirements for each individual
plan or program.  Executive’s
participation in any plan or program will be subject to the provisions, rules,
and regulations of, or applicable to, the plan or program.  The Company provides no assurance as to the
adoption or continuation of any particular employee benefit plan or program.


 


(e)           Business Expenses.  The
Company will reimburse Executive for all reasonable and necessary out-of-pocket
business, travel, and entertainment expenses incurred by Executive in the
performance of Executive’s duties and responsibilities to the Company during
Executive’s employment under this Agreement. 
Such reimbursement shall be subject to the Company’s normal policies and
procedures for expense verification, documentation, and reimbursement;
provided, however, that Executive shall submit verification of expenses within
45 days after the date the expense was incurred, and the Company shall
reimburse Executive for such expenses eligible for reimbursement within 30 days
thereafter.  The right to reimbursement
hereunder is not subject to liquidation or exchange for any other benefit, and
the amount of expenses eligible for reimbursement in a calendar year shall not
affect the expenses eligible for reimbursement in any other calendar year.


 


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4.             CONFIDENTIAL INFORMATION. 
Except as authorized in writing by the Board or as necessary in carrying
out Executive’s responsibilities for the Company, Executive will not at any
time divulge, furnish, or make accessible to anyone or use in any way, any confidential,
proprietary, or secret knowledge or information of the Company that Executive
has acquired or will acquire about the Company, whether developed by himself or
by others, concerning (i) any trade secrets, (ii) any confidential,
proprietary, or secret designs, inventions, discoveries, programs, processes,
formulae, plans, devices, or material (whether or not patented or patentable)
directly or indirectly useful in any aspect of the business of the Company, (iii) any
customer or supplier lists, (iv) any confidential, proprietary, or secret
development or research work, (v) any strategic or other business,
marketing, or sales plans, systems or techniques, (vi) any financial data
or plans, or (vii) any other confidential or proprietary information or secret
aspects of the business of the Company. 
Executive acknowledges that the above-described knowledge and
information constitute a unique and valuable asset of the Company and represent
a substantial investment of time and expense by the Company, and that any
disclosure or other use of such knowledge or information other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company.  Executive will refrain
from intentionally committing any acts that would materially reduce, and shall
take reasonable steps to protect, the value of such knowledge or information to
the Company.  The foregoing obligations
of confidentiality shall not apply to any knowledge or information that (i) is
now or subsequently becomes generally publicly known, other than as a direct or
indirect result of the breach by Executive of this Agreement, (ii) is
independently made available to Executive in good faith by a third party who
has not violated a confidential relationship with the Company, or (iii) is
required to be disclosed by law or legal process.  Executive understands and agrees that
Executive’s obligations under this Agreement to maintain the confidentiality of
the Company’s confidential information are in addition to any obligations of
Executive under applicable statutory or common law and any prior agreements
regarding this subject matter between Executive and the Company.


 


5.             VENTURES.  If, during Executive’s
employment with the Company, Executive participates in the planning or implementing
of any project, program, or venture involving the Company, all rights in such
project, program, or venture belong to the Company.  Except as approved in writing by the Board,
Executive will not be entitled to any interest in any such project, program, or
venture or to any commission, finder’s fee, or other compensation in connection
therewith.  Executive will have no
interest, direct or indirect, in any customer or supplier that conducts
business with the Company.


 


6.             INTELLECTUAL PROPERTY.


 


(a)           Disclosure
and Assignment.  Executive hereby transfers and assigns to the
Company (or its designee) all right, title, and interest of Executive in and to
every idea, concept, invention, and improvement (whether patented, patentable
or not) conceived or reduced to practice by Executive whether solely or in
collaboration with others while Executive is employed by the Company, and all
copyrighted or copyrightable matter created by Executive whether solely or in
collaboration with others while Executive is employed by the Company, in each
case, that relates to the Company’s  business
(collectively, “Creations”).  Executive
shall communicate promptly and disclose to the Company, in such form as the
Company may request, 


 


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all information, details, and data pertaining to each Creation.  Every copyrightable Creation, regardless of
whether copyright protection is sought or preserved by the Company, shall be a “work
made for hire” as defined in 17 U.S.C. § 101, and the Company shall
own all rights in and to such matter throughout the world, without the payment
of any royalty or other consideration to Executive or anyone claiming through
Executive.


 


(b)           Trademarks.  All right, title, and interest
in and to any and all trademarks, trade names, service marks, and logos
adopted, used, or considered for use by the Company during Executive’s
employment (whether or not developed by Executive) to identify the Company’s
business or other goods or services (collectively, the “Marks”), together with
the goodwill appurtenant thereto, and all other materials, ideas, or other
property conceived, created, developed, adopted, or improved by Executive
solely or jointly during Executive’s employment by the Company and relating to
its business shall be owned exclusively by the Company.  Executive shall not have, and will not claim
to have, any right, title, or interest of any kind in or to the Marks or such
other property.


 


7.             NONCOMPETITION AND NONSOLICITATION COVENANTS.


 


(a)           Agreement
Not to Compete.  During Executive’s employment with the
Company and from and after the termination of Executive’s employment, provided
Executive is paid all amounts due under Section 9 of this Agreement, for a
period equal to the remaining Term of the Agreement at the date of termination
of the Executive’s employment, Executive will not, directly or indirectly, in
any manner or capacity, including without limitation as a proprietor,
principal, agent, partner, officer, director, investor, stockholder, employee,
member of any association, consultant, or otherwise, engage or participate in
any Competitive Business.  “Competitive
Business” means any person, entity or business operation (other than the
Company) that designs, manufactures, markets, distributes or sells footwear or
other products that are the same or similar to the footwear or other products
designed, manufactured, marketed, distributed or sold by the Company in any
geographic location in which the Company is then doing business, or is then
actively preparing to do business, or that engages in any other business that
is competitive with the then-current businesses of the Company or with any
business or market the Company is actively preparing to enter as of the date of
termination of Executive’s employment. 
Ownership by Executive, as a passive investment, of less than one
percent  (1%)  of
the outstanding shares of capital stock of any corporation listed on a national
securities exchange or publicly traded in the over-the-counter market shall not
constitute a breach of this Section 7(a).


 


(b)           Agreement Not to Solicit. During Executive’s employment with the
Company and for a period of 12 consecutive months from and after the
termination of Executive’s employment, whether such termination is with or
without Cause, or is at the instance of Executive or the Company, Executive
will not, directly or indirectly, in any manner or capacity including without
limitation as a proprietor, principal, agent, partner, officer, director,
stockholder, employee, member of any association, consultant, or otherwise,
solicit, request, advise, or induce any current or potential customer,
supplier, vendor or other business contact of the Company to cancel, curtail,
or otherwise change its relationship adversely to the Company, 


 


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or interfere in any manner
with the relationship between the Company and any of its customers, suppliers,
vendors or other business contacts.


 


(c)           Modification.  If
the duration of, the scope of, or any business activity covered by, any
provision of this Section 7 exceeds that which is valid and enforceable
under applicable law, such provision will be construed to cover only that
duration, scope, or activity that is determined to be valid and
enforceable.  Executive hereby
acknowledges that this Section 7 will be construed so that its provisions
are valid and enforceable to the maximum extent, not exceeding its express
terms, possible under applicable law.


 


(d)           No Adequate Remedy at Law. 
Executive hereby acknowledges that the provisions of this Section 7
are reasonable and necessary to protect the legitimate interests of the Company
and that any violation of this Section 7 by Executive will cause
substantial and irreparable harm to the Company to such an extent that monetary
damages alone would be an inadequate remedy therefor.  Accordingly, in the event of any actual or
threatened breach of any such provisions, the Company will, in addition to any
other remedies it may have, be entitled to injunctive and other equitable
relief to enforce such provisions, and such relief may be granted without the
necessity of proving actual monetary damages.


 


8.             TERMINATION OF EMPLOYMENT.


 


(a)           Executive’s
employment with the Company under this Agreement will terminate upon:


 


(i)            The
Company providing written notice to Executive of the termination of Executive’s
employment, effective as of the date stated in such notice;


 


(ii)           The
Company’s receipt of Executive’s written resignation from the Company,
effective not earlier than 30 days after delivery of such written notice of
resignation, provided that the Board may waive such notice or relieve Executive
of Executive’s duties during such notice period;


 


(iii)          Executive’s
Disability; or


 


(iv)          Executive’s
death.


 


(b)           The
date upon which Executive’s termination of employment with the Company is
effective is the “Termination Date.”  For
purposes of Section 9 of this Agreement only, the Termination Date shall
mean the date on which a “separation from service” has occurred for purposes of
Section 409A of the Internal Revenue Code and the regulations and guidance
thereunder (the “Code”).


 


9.             PAYMENT UPON INVOLUNTARY TERMINATION WITHOUT
CAUSE.  If Executive’s employment with the Company is
terminated involuntarily at the initiative of the Company without Cause (as
defined in Section 12 below), then, in addition to such Base Salary and
any other compensation that has been earned but not paid to Executive as of the
Termination 


 


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Date,
the Company shall, subject to the conditions in Section 10, pay to
Executive (A) all Base Salary and the  Bonus Plan
payment  set forth in Section 3(b) above
that would have been paid to Executive had Executive remained employed by the
Company for the remainder of the Term, regardless of when such Base Salary or
Bonus Plan payments would have been paid; (B) the Bonus Plan payment that
would have been paid to Executive in accordance with the terms and conditions
of the Bonus Plan for the year in which Executive was terminated, to be paid at
its regularly scheduled time; and (C) if the Bonus Plan payment criteria
for the Executive were not established for a fiscal year during the Term at the
time of Executive’s termination, the  target  Bonus Plan payment  set forth in Section 3(b) above
that would have been paid to Executive had Executive remained employed by the
Company for the remainder of the Term, regardless of when such Bonus Plan
payments would have been paid.  Such
amounts, other than those listed in (B), shall be due and payable to Executive
in full as soon as administratively practicable following the Termination Date
and Executive’s satisfaction of the conditions in Section 10, but in no
case later than 21⁄2 months after the Termination Date. In addition, if Executive’s
employment with the Company is terminated involuntarily at the initiative of
the Company without Cause (as defined in Section 12 below), then, all
unvested Company stock options held by the Executive that would have vested
during the Term will immediately vest and all vested stock options held by
Executive (including those vesting upon termination) will be and remain
exercisable until the one year anniversary of the expiration of the Term.  For the purpose of this Agreement, a
reassignment of Executive’s duties shall not constitute a termination
hereunder.


 


10.           CONDITIONS.  Notwithstanding anything above
to the contrary, the Company will not be obligated to make any payments to
Executive under Section 9 hereof unless (a) Executive has signed a
release of claims in favor of the Company and its affiliates and related
entities, and their directors, officers, insurers, employees and agents, in a
form prescribed by the Company; and (b) all applicable rescission periods
provided by law for releases of claims shall have expired and Executive shall
have signed and not rescinded the release of claims.


 


11.           OTHER TERMINATION.  If
Executive’s employment with the Company is terminated:


 


(a)            by
reason of Executive’s abandonment of Executive’s employment or resignation from
employment for any reason;


 


(b)            by
reason of termination of Executive’s employment by the Company for Cause; or


 


(c)           upon death or Disability,


 


then
the Company will pay to Executive, or Executive’s beneficiary or Executive’s
estate, as the case may be, such Base Salary and any other compensation that
has been earned but not paid to Executive as of the Termination Date, payable
pursuant to the Company’s normal payroll practices and procedures and as
provided under any applicable plans or programs.


 


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12.           DEFINITIONS.


 


(a)           Cause.  “Cause”
hereunder means:


 


(i)            Executive’s
conviction of any act constituting a felony;


 


(ii)           gross
misconduct or any act of fraud by Executive related to or connected with
Executive’s employment by the Company or otherwise likely to cause material
harm to the Company;


 


(iii)          a material violation by Executive of the Company’s policies or codes of
conduct; or


 


(iv)          the
willful or material breach of this Agreement by Executive.


 


(b)           Disability.  “Disability”
hereunder means any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous
period of not less than six (6) months, where such impairment causes the
Executive to be unable to perform the duties of Executive’s position of
employment or any substantially similar position of employment.


 


13.           OTHER
POST-TERMINATION OBLIGATIONS.


 


(a)           Other
Obligations. In the event of
termination of Executive’s employment, the sole obligation of the Company under
this Agreement will be its obligation to make the payments called for by
Sections 9 or 11 hereof, as the case may be, and the Company will have no other
obligation to Executive or to Executive’s beneficiary or Executive’s estate,
except as otherwise provided by law or by the terms of any employee benefit
plans or programs, or of any incentive compensation or stock ownership plans,
then maintained by the Company in which Executive participates.


 


(b)           Immediately upon termination of Executive’s
employment with the Company for any reason, Executive will resign all positions
then held as a director or officer of the Company and of any subsidiary, parent
or affiliated entity of the Company.


 


(c)           Upon termination of Executive’s employment with the Company, Executive
shall promptly deliver to the Company any and all Company records and any and
all Company property in Executive’s possession or under Executive’s control,
including without limitation manuals, books, blank forms, documents, letters,
memoranda, notes, notebooks, reports, printouts, computer disks, flash drives
or other digital storage media, source codes, data, tables or calculations and
all copies thereof, documents that in whole or in part contain any trade
secrets or confidential, proprietary or other secret information of the Company
and all copies thereof, and keys, access cards, access codes, passwords, credit
cards, personal computers, handheld personal computers or other digital
devices, telephones and other electronic equipment belonging to the Company.


 


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(d)           Following termination of Executive’s employment with the Company for
any reason, Executive will, upon reasonable request of the Company or its
designee, cooperate with the Company in connection with the transition of
Executive’s duties and responsibilities for the Company; consult with the
Company regarding business matters that Executive was directly and
substantially involved with while employed by the Company; and be reasonably
available, with or without subpoena, to be interviewed, review documents or
things, give depositions, testify, or engage in other reasonable activities in
connection with any litigation or investigation, with respect to matters that Executive
then has or may have knowledge of by virtue of Executive’s employment by or
service to the Company or any related entity.


 


(e)           Executive will not malign, defame or disparage the reputation,
character, image, products or services of the Company, or the reputation or
character of the Company’s directors, officers, employees or agents, provided
that nothing in this Section 13(a) shall be construed to limit or
restrict Executive from taking any action that Executive in good faith
reasonably believes is necessary to fulfill Executive’s fiduciary obligations
to the Company, or from providing truthful information in connection with any
legal proceeding, government investigation or other legal matter.


 


14.           LIABILITY INSURANCE AND INDEMNIFICATION.  The
Company shall maintain directors’ and officers’ liability insurance for
Executive while Executive is employed under this Agreement and thereafter at a
level equivalent to the level provided for other current and former officers of
the Company.  The indemnification
agreement previously entered into by Executive and Company shall remain in full
force and effect.


 


15.           MISCELLANEOUS.


 


(a)           Tax Withholding.  The
Company may withhold from any amounts payable under this Agreement such
federal, state and local income and employment taxes as the Company shall
determine are required to be withheld pursuant to any applicable law or
regulation.


 


(b)           Section 409A.  This
Agreement is intended to satisfy the requirements of Section 409A(a)(2), (3) and
(4) of the Code, including current and future guidance and regulations
interpreting such provisions, and should be interpreted accordingly.


 


(c)           Governing Law.  All
matters relating to the interpretation, construction, application, validity,
and enforcement of this Agreement will be governed by the laws of the State of
Colorado without giving effect to any choice or conflict of law provision or
rule, whether of the State of Colorado or any other jurisdiction, that would
cause the application of laws of any jurisdiction other than the State of
Colorado.


 


(d)           Jurisdiction
and Venue.  Except for disputes to be resolved by
arbitration as provided in Section 15(e), Executive and the Company
consent to jurisdiction of the courts of the State of Colorado and/or the
United States District Court, District of Colorado for the purpose of resolving
all issues of law, equity, or fact arising out of or in connection with 


 


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this Agreement.  Except for disputes to be resolved by
arbitration as provided in Section 15(e), any action involving claims of a
breach of this Agreement must be brought in such courts.  Each party consents to personal jurisdiction
over such party in the state and/or federal courts of Colorado and hereby
waives any defense of lack of personal jurisdiction.  Venue, for the purpose of all such suits,
will be in Denver  County, State of Colorado.


 


(e)           Waiver of Jury Trial; Arbitration.  To
the extent permitted by law, Executive and the Company waive any and all rights
to a jury trial with respect to any dispute arising out of or relating to this
Agreement.  Except for disputes arising
under Sections 4, 5, 6, 7 or 13 hereof, all disputes involving the
interpretation, construction, application or alleged breach of this Agreement
and all disputes relating to the termination of Executive’s employment with the
Company shall be submitted to final and binding arbitration in Denver,
Colorado.  The arbitrator shall be
selected and the arbitration shall be conducted pursuant to the then most recent
Employment Dispute Resolution Rules of the American Arbitration
Association.  The decision of the
arbitrator shall be final and binding, and any court of competent jurisdiction
may enter judgment upon the award.  All
fees and expenses of the arbitrator shall be paid by the Company.  The arbitrator shall have jurisdiction and
authority to interpret and apply the provisions of this Agreement and relevant
federal, state and local laws, rules and regulations insofar as necessary
to the determination of the dispute and to remedy any breaches of the Agreement
and/or violations of applicable laws, but shall not have jurisdiction or
authority to alter in any way the provisions of this Agreement.  The arbitrator shall have the authority to
award attorneys’ fees and costs to the prevailing party but shall not have the
authority to award the fees and expenses of the arbitrator to the prevailing
party.  The parties hereby agree that
this arbitration provision shall be in lieu of any requirement that either
party exhausts such party’s administrative remedies under federal, state or
local law.


 


(f)            Entire Agreement.  This
Agreement contains the entire agreement of the parties relating to Executive’s
employment with the Company and supersedes all prior agreements and understandings
with respect to such subject matter, other than the indemnification agreement
referenced in Section 14 above and agreements relating to stock options
granted before the date hereof, and the parties hereto have made no agreements,
representations, or warranties relating to the subject matter of this Agreement
that are not set forth in this Agreement. In addition, Executive’s obligations
shall remain under any prior agreements between Executive and Company relating
to confidential information and invention.


 


(g)           No Violation of Other Agreements. 
Executive hereby represents and agrees that neither (i) Executive’s
entering into this Agreement nor (ii) Executive’s carrying out the
provisions of this Agreement, will violate any other agreement (oral, written,
or other) to which Executive is a party or by which Executive is bound.


 


(h)           Assignment.  This Agreement shall not be
assignable, in whole or in party, by either party without the written consent
of the other party, except that the Company may, without the consent of
Executive, assign or delegate all or any portion of its rights and obligations
under this Agreement to any corporation or other business entity (i) with
which the Company may merge or consolidate, (ii) to which the Company may
sell or transfer all or substantially all of its assets or capital stock, or (iii) of
which 50% or more of the capital stock or 


 


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the
voting control is owned, directly or indirectly, by the Company or which is
under common ownership or control with the Company.  Any such current or future successor, parent,
affiliate or other joint venture partner to which any right or obligation has
been assigned or delegated shall be deemed to be the “Company” for purposes of
such rights or obligations of this Agreement.


 


(i)            Amendments.  No amendment or modification
of this Agreement will be effective unless made in writing and signed by the
parties hereto.


 


(j)            Counterparts.  This
Agreement may be executed by facsimile signature and in any number of
counterparts, and such counterparts executed and delivered, each as an
original, will constitute but one and the same instrument.


 


(k)           Severability. 
Subject to Section 7(d) hereof, to the extent that any portion
of any provision of this Agreement is held invalid or unenforceable, it will be
considered deleted herefrom and the remainder of such provision and of this
Agreement will be unaffected and will continue in full force and effect.


 


(l)            Survival.  The provisions of this
Agreement that by their terms or implication extend beyond the Termination
Date, including without limitation Sections 4, 6, 7, 13, 14, and 15 of this
Agreement, shall survive the termination of Executive’s employment with the
Company for any reason.


 


(m)          Captions and Headings.  The
captions and paragraph headings used in this Agreement are for convenience of
reference only and will not affect the construction or interpretation of this
Agreement or any of the provisions hereof.


 


(n)           Notices.  Any notice required or permitted
to be given under this Agreement shall be in writing and shall be deemed to
have been duly given when (i) delivered personally; (ii) sent by
facsimile or other similar electronic device with confirmation; (iii) delivered
by reliable overnight courier; or (iv) three business days after being
sent by registered or certified mail, postage prepaid, and in the case of (iii) and
(iv) addressed as follows:


 


	
  If
  to the Company:

  	
  6328 Monarch Park Place,

  	
   

  
	
   

  	
  Niwot, Colorado 80503

  	
   

  
	
   

  	
  Attention:
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  If
  to Executive:

  	
   

  	
   

  
	
   

  	
  [latest
  address on file with the Company]

  	
   

  



 


Executive
and the Company have executed this Agreement effective as of the date set forth
in the first paragraph.


 


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  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CROCS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ronald Snyder

  
	
   

  	
   

  	
  Its: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John McCarvel

  
	
   

  	
  John McCarvel

  



 


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