EXHIBIT 10.38


CROCS, INC.

Executive Incentive Bonus Plan


On August 3,
2006, the Compensation Committee of the Board of Directors of Crocs, Inc.
(the “Company”) approved an incentive bonus plan for certain officers of the
Company. The incentive bonus plan provides that Ronald R. Snyder, John P.
McCarvel, Peter S. Case, Michael C. Margolis, Caryn D. Ellison, Scott
Crutchfield, Erik Rebich, and Lyndon V. Hanson, III will be eligible for
two levels of bonuses based upon the earnings of the Company. The first level
of bonus (“Level 1 Bonus”) is contingent on the Company achieving earnings
per share of $0.78, excluding share-based compensation expense, for the year
ending December 31, 2006, which would represent an increase of
approximately 34.5% from the earnings per share recorded for the year ended December 31,
2005. The second level of bonus (“Level 2 Bonus”) is contingent on the
Company achieving earnings per share of $0.98, excluding share-based
compensation expense, for the year ending December 31, 2006, which would
represent an increase of approximately 69.0% from the earnings per share
recorded for the year ended December 31, 2005. The potential bonuses under
the incentive bonus plan are set forth as a percentage of the relevant officer’s
base salary and are as follows: 




	
  Name

  	
   

  	
   

  	
   

  	
  Position

  	
   

  	
  Level 1 Bonus %

  	
   

  	
  Level 2 Bonus %

  	
   

  
	
  Ronald R. Snyder

  	
   

  	
  Chief
  Executive Officer and President

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
  John P. McCarvel

  	
   

  	
  Senior
  Vice President—Global Operations

  	
   

  	
   

  	
  80

  	
  %

  	
   

  	
   

  	
  80

  	
  %

  	
   

  
	
  Peter S. Case

  	
   

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
  60

  	
  %

  	
   

  	
   

  	
  30

  	
  %

  	
   

  
	
  Michael C.
  Margolis

  	
   

  	
  Vice
  President—Sales and Marketing

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
  50

  	
  %

  	
   

  
	
  Caryn D. Ellison

  	
   

  	
  Vice
  President—Finance

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
  25

  	
  %

  	
   

  
	
  Scott Crutchfield

  	
   

  	
  Vice
  President—Operations

  	
   

  	
   

  	
  60

  	
  %

  	
   

  	
   

  	
  30

  	
  %

  	
   

  
	
  Erik Rebich

  	
   

  	
  General
  Counsel

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
  25

  	
  %

  	
   

  
	
  Lyndon V.
  Hanson, III

  	
   

  	
  Vice President—Customer
  Relations

  	
   

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
  25

  	
  %

  	
   

  






 


Of Michael C. Margolis’s incentive bonus, 75% is
additionally contingent on the Company achieving revenues of at least
$240 million for the year ending December 31, 2006, such that, if the
revenue target is not met, Mr. Margolis may only earn a maximum
Level 1 Bonus of 12.5% and a maximum Level 2 Bonus of 12.5%. No
bonuses are payable on achievement of anything less than earnings per share of
$0.55, excluding share-based compensation expense, for the year ending December 31,
2006. Bonuses will be scaled proportionally up from 70% of the Level 1
Bonus to the Level 1 Bonus for earnings per share in excess of $0.55 but
less than $0.78 and up from the Level 1 Bonus to the Level 2 Bonus for
earnings per share in excess of $0.78 but less than $0.98, excluding
share-based compensation expense, for the year ending December 31, 2006.