SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN AND EFFECTIVE (I) WHEN DELIVERED BY HAND,
(II) WHEN OTHERWISE DELIVERED AGAINST RECEIPT THEREFOR, OR (III) THREE (3)
BUSINESS DAYS AFTER BEING MAILED IF SENT BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED.
ANY NOTICE SHALL BE ADDRESSED TO THE
PARTIES AS FOLLOWS OR AT SUCH OTHER ADDRESS AS A PARTY MAY DESIGNATE BY NOTICE
GIVEN TO THE OTHER PARTY IN THE MANNER SET FORTH HEREIN:
(A)
IF TO THE COMPANY:
Deckers Outdoor Corporation
495-A South Fairview Avenue
Goleta, California
93117
Attention:
Chief Financial Officer
(B)
IF TO THE GRANTEE, AT THE ADDRESS SHOWN ON THE SIGNATURE PAGE OF
THIS AGREEMENT OR AT HIS MOST RECENT ADDRESS AS SHOWN IN THE EMPLOYMENT OR STOCK
RECORDS OF THE COMPANY.
12.
BINDING OBLIGATIONS.
ALL COVENANTS AND AGREEMENTS HEREIN
CONTAINED BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED SUCCESSORS AND ASSIGNS.
13.
CAPTIONS AND SECTION HEADINGS.
CAPTIONS AND SECTION HEADINGS USED
HEREIN ARE FOR CONVENIENCE ONLY, AND ARE NOT PART OF THIS AGREEMENT AND SHALL
NOT BE USED IN CONSTRUING IT.
14.
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED, WAIVED, DISCHARGED,
OR TERMINATED OTHER THAN BY WRITTEN AGREEMENT OF THE PARTIES.
5
15.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE PLAN CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL AGREEMENTS AND
UNDERSTANDINGS OF THE PARTIES, EITHER EXPRESS OR IMPLIED.
16.
CONFLICT OF PROVISIONS.
THE TERMS CONTAINED IN THE PLAN ARE
INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT AND THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE PLAN.
IN THE EVENT OF ANY
ACTUAL OR ALLEGED CONFLICT BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS
OF THIS AGREEMENT, THE PROVISIONS OF THE PLAN SHALL BE CONTROLLING AND
DETERMINATIVE.
17.
ASSIGNMENT.
GRANTEE SHALL HAVE NO RIGHT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, TO (I) SELL, ASSIGN, MORTGAGE, PLEDGE OR
OTHERWISE TRANSFER ANY INTEREST OR RIGHT CREATED HEREBY, OR (II) DELEGATE HIS OR
HER DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT.
THIS AGREEMENT IS MADE SOLELY
FOR THE BENEFIT OF THE PARTIES HERETO, AND NO OTHER PERSON, PARTNERSHIP,
ASSOCIATION OR CORPORATION SHALL ACQUIRE OR HAVE ANY RIGHT UNDER OR BY VIRTUE OF
THIS AGREEMENT.
18.
"MARKET STAND-OFF" AGREEMENT.
GRANTEE AGREES THAT, IF REQUESTED
BY THE COMPANY OR THE MANAGING UNDERWRITER OF ANY PROPOSED PUBLIC OFFERING OF
THE COMPANY'S SECURITIES (INCLUDING ANY ACQUISITION TRANSACTION WHERE COMPANY
SECURITIES WILL BE USED AS ALL OR PART OF THE PURCHASE PRICE), GRANTEE WILL NOT
SELL OR OTHERWISE TRANSFER OR DISPOSE OF ANY SARS HELD BY GRANTEE WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY OR SUCH UNDERWRITER, AS THE CASE MAY BE,
DURING SUCH PERIOD OF TIME, NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT FILED BY THE COMPANY WITH RESPECT TO SUCH
OFFERING, AS THE