a6123593ex10-1.htm


    Exhibit
10.1

     

     

    REPLACEMENT
DIRECTOR COMPENSATION AGREEMENT AND MUTUAL RELEASE

     

    This
Replacement Director Compensation Agreement and Mutual Release (this “Agreement”) is
entered into as of December 16, 2009 (the “Effective Date”) by
and between Deckers Outdoor Corporation, a Delaware corporation (the “Company”) and Rex
Licklider, an individual (the “Director”).  Company
and Director are herein referred to from time to time as the “Parties.”

     

    R E C I T A L S

     

    A.           WHEREAS,
Director has served as a director of the Company since September
1993;

     

    B.           WHEREAS,
on December 31, 1996, Director was entitled to receive 4,391 shares of common
stock of the Company (the “Shares”) as
compensation for his services as a director of the Company;

     

    C.           WHEREAS,
it appears that the Company never contacted the Company’s transfer agent in
connection with the Director’s account with the transfer agent to update the
Director’s address or provide any other potential contact information for the
Director;

     

    D.           WHEREAS,
Director never received a certificate for the Shares from the Company’s transfer
agent and the Shares were escheated to the State of California (the “State”) on September
22, 2001;

     

    E.           WHEREAS,
the Shares were subsequently sold on the open market by the State and the
Director was subsequently repaid the sales proceeds from the State, however, the
Shares to which the Director was originally entitled were not
replaced;

     

    F.           WHEREAS,
the Director never received the Shares for consideration of his services as a
director of the Company and therefore, the Company desires to provide the
Director with 3,911 shares of common stock of the Company (the “Replacement Shares”)
from the Company’s 2006 Equity Incentive Plan as replacement director
compensation for his prior service to the Company and which subtracts a number
of shares from the original grant to account for the sales proceeds received by
Director from the State; and

     

    G.           WHEREAS,
the Company now desires to replace the compensation for Director’s prior
services and each of the Parties desire to release all claims against the other
party with respect to the Director’s right to the Shares or the escheatment of
the Shares, under the terms set forth herein.

     

    A G R E E M E N T

     

    NOW,
THEREFORE, in consideration of the obligations set forth below, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1. Full Payment of
Compensation.  Director hereby acknowledges that upon
Director’s receipt from or on behalf of the Company of the Replacement Shares,
all obligations of the Company relating to Shares will be paid in full and any
outstanding claims with respect to the Shares will terminate and be released
without the necessity of any further action by Company and
Director.  Director shall be responsible for any tax obligations and
payments related to the issuance of the Shares and the Replacement
Shares.

     

    2. Release
of Claims.

     

    2.1 Mutual
Release.  Subject to the execution of this Agreement by the
Parties hereto (each a “Releasing Party”),
each Releasing Party hereby irrevocably and unconditionally releases, acquits
and forever discharges any and all actual or alleged claims, demands, actions,
charges, complaints, causes of action, rights, debts, accountings, expenses or
damages (including attorneys fees and costs), of any nature whatsoever, past or
present, whether in law or in equity, known or unknown, suspected or
unsuspected, and whether under federal or state statutory or common law which a
Releasing Party may have against another Releasing Party or any of its
subsidiaries, affiliated corporations and/or business entities, as well as their
respective directors, officers, shareholders, advisors, agents and employees,
past and present and their respective successors and assigns (collectively, the
“Released
Parties”) arising under or in connection with all claims relating in any
way to Director’s right to the Shares or the escheatment of the Shares (the
claims identified shall be referred to herein as the “Released
Claims”).

     

    2.2 Unknown Claims.  The
Parties hereby expressly waive and relinquish any and all rights or claims,
whether fixed or contingent, known or unknown or suspected or unsuspected, that
arise from the Released Claims that have occurred up to and including the
Effective Date that the Parties may have pursuant to California Civil Code
Section 1542, which 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.

     

    3. Miscellaneous
Provisions.

     

    3.1 Governing Law.  This
Agreement is made under and shall be governed by and construed in accordance
with the laws of the State of California.  Any action or proceeding
brought to enforce this Agreement shall be instituted and maintained in Santa
Barbara County, California and the Parties hereto consent to such
jurisdiction.

     

    3.2 Assignment.  Neither
this Agreement nor any duties or obligations under this Agreement may be
assigned by either party without the prior written consent of the other
party.

     

    3.3 Attorneys’ Fees. If any action
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party in such action will be entitled to its reasonable attorneys’
fees and costs incurred, in addition to any other relief to which such party may
be entitled.

     

    
      
         

      

      
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    3.4 Waiver of
Breach.  The waiver of either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of this Agreement.

     

    3.5 Severability.  To
the extent any provision of this Agreement shall be invalid or unenforceable, it
shall be considered deleted herefrom and the remainder of such provision and of
this Agreement shall be unaffected and shall continue in full force and
effect.  In furtherance and not in limitation of the foregoing, should
the duration or the geographical extent of or business activities covered by any
provision of this Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to cover only the
maximum duration, extent or activities which may validly and enforceably be
covered under applicable law.

     

    3.6 Authority.  Each
individual signing for each of the Parties herein warrants and represents that
he is an authorized agent of such party, for whose benefit he is executing this
Agreement, and is authorized to execute the same.

     

    3.7 Further
Assurances.  Each party agrees to execute such other and
further instruments and documents as may be necessary or proper in order to
complete the transactions contemplated by this Agreement.

     

    3.8 Amendments.  No
amendment or modification of this Agreement shall be deemed effective unless
made in writing signed by the Parties hereto.

     

    3.9 Entire
Agreement.  This Agreement contains all of the terms and
conditions agreed upon by the Parties regarding the subject matter of this
Agreement.  Except as otherwise expressly provided herein, any prior
agreements, promises, negotiations, or representations, either oral or written,
relating to the subject matter of this Agreement not expressly set forth in this
Agreement are of no force or effect.

     

    3.10 Successors and
Assigns.  This Agreement shall be binding upon the Parties
hereto and upon their heirs, administrators, representatives, executors,
successors, and assigns, and shall inure to the benefit of said parties and each
of them and to their heirs, administrators, representatives, executors,
successors, and assigns.

     

    3.11 Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    [Signature
Page Follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the parties hereto
have executed this Replacement Director Compensation Agreement and Mutual
Release as of the Effective Date.

     

    COMPANY

     

    DECKERS
OUTDOOR CORPORATION

    


     

    /s/ Angel R.
Martinez

    Angel R.
Martinez

    Chair of the Board, President and Chief Executive
Officer

    


    


    DIRECTOR

     

    /s/ Rex
Licklider

    Rex
Licklider

     

    
 

     

     

     

     

     

     

     

     

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