Exhibit 10.1
AMENDMENT TO
SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT TO SENIOR EXECUTIVE
EMPLOYMENT AGREEMENT (this “ Amendment ”) is
made as of August 6, 2008, by and between Deckers Outdoor
Corporation, a Delaware corporation (the “ Company
”), and
(the “ Executive ”) and is effective as of
January 1, 2008.
RECITALS
WHEREAS, the Company and Executive
are parties to that certain Senior Executive Employment Agreement
dated as of
as amended (the “ Agreement ”); and
WHEREAS, the Company and Executive
have agreed to enter into this Amendment to amend the Agreement on
the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual promises and covenants set forth herein, the parties
hereto agree that the Agreement shall be amended as
follows:
1.
Section 4.1
.
Subsection (e) of Section 4.1 shall be amended and
restated to read, in its entirety, as follows:
“(e)
pay the Executive (or the
Executive’s estate) or beneficiaries any Incentive Bonus with
respect to a fiscal year prior to the year of termination that has
been earned and accrued but has not been paid (the “
Accrued Incentive Bonus ”); plus a pro-rated portion
of the Incentive Bonus based on the actual length of service during
the year of termination; and”
2.
Section 4.2
.
Subsection (e) of Section 4.2 shall be amended and
restated to read, in its entirety, as follows:
“(e)
pay the Executive any Accrued
Incentive Bonus, and excluding any Incentive Bonus for the year of
termination; and”
3.
Section 4.3
.
Subsection (e) of Section 4.3 shall be amended and
restated to read, in its entirety, as follows:
“(e)
pay the Executive any Accrued
Incentive Bonus; plus a pro-rated portion of the Incentive Bonus
based on the actual length of service during the year of
termination;”
4.
Section 4.3
.
Subsection (f) of Section 4.3 shall be amended and
restated to read, in its entirety, as follows:
“(f)
pay the Executive severance,
commencing on the thirtieth (30th) day following the termination
date, of twelve (12) monthly payments equal to one-twelfth (1/12th)
of the Executive’s Annual Base Salary in effect immediately
prior to the
time such termination occurs.
Severance will be mitigated on a dollar for dollar basis for any
income received by Executive for duties performed for Company or
any third party during the twelve (12) months following
termination; however, notwithstanding the foregoing, in the event
Company’s securities are publicly traded on the date of
Executive’s termination of employment, any portion of the
aggregate severance payments described in this Section 4.3(f),
which, if paid, would exceed the Section 409A Safe Harbor
Limit shall be paid to Executive in a lump sum on the first day of
the seventh (7th) calendar month immediately following the date of
Executive’s termination;”
5.
Section 4.3
.
Subsection (g) of Section 4.3 shall be amended and
restated to read, in its entirety, as follows:
“(g)
maintain in full force and effect,
for the Executive’s and the Executive’s eligible
beneficiaries, until the first to occur of (x) the
Executive’s attainment of alternative employment if such
employment includes health insurance benefits or (y) the
twelve (12) month anniversary of termination of employment, the
benefits provided pursuant to Company-sponsored benefit plans,
programs, or other arrangements in which the Executive was entitled
to participate as a full-time employee immediately prior to such
termination in accordance with Section 2.4 hereof, subject to
the terms and conditions of participation as provided under the
general terms and provisions of such plans, programs, and
arrangements, or in the alternate, the Company will arrange to
provide the Executive with continued benefits substantially similar
to those which the Executive would have been entitled to receive
under such plans, programs, and arrangements; and”
6.
Section 4.4
.
Subsection (e) of Section 4.4 shall be amended and
restated to read, in its entirety, as follows:
“(e)
pay the Executive any Accrued
Incentive Bonus; plus a pro-rated portion of the Incentive Bonus
based on the actual length of service during the year of
termination;”
7.
Section 4.4
.
Subsection (f) of Section 4.4 shall be amended and
restated to read, in its entirety, as follows:
“(f)
pay the Executive severance of one
and one-half (1.5) times Executive’s Annual Base Salary in
effect immediately prior to the time such termination occurs plus
the greater of (x) one and one-half (1.5) times the targeted
Incentive Bonus immediately prior to the time such termination
occurs or (y) one and one-half (1.5) times the average actual
Incentive Bonus for the previous three (3) years, whichever is
greater; however, notwithstanding the foregoing, in the event
Company’s securities are publicly traded on the date of
Executive’s termination of employment, any portion of the
aggregate severance payments described in this Section 4.4(f),
which, if paid, would exceed the Section 409A Safe Harbor
Limit shall be paid to Executive in a lump sum on the first day of
the seventh (7th) calendar month immediately following the date of
Executive’s termination;”
8.
Section 4.5
.
Section 4.5 shall be added to read, in its entirety, as
follows:
2
“4.5
RELEASE . Notwithstanding any provision herein to
the contrary, the Company may require that, prior to payment of any
amount or provision of any benefit pursuant to subsection
(f) or (g) of Sections 4.3 and 4.4, Executive shall have
executed, on or prior to the Release Expiration Date, a customary
general release in favor of the Company in the form attached hereto
as Exhibit [A]/[B], and any waiting periods contained in such
release shall have expired. To the extent that the Company
requires execution of such release, the Company shall deliver such
release to Executive within ten (10) business days following the
termination of Executive’s employment hereunder. In the
event that Executive fails to execute such release on or prior to
the Release Expiration Date, Executive shall not be entitled to any
payments or benefits pursuant to subsections (f) or (g) of
Sections 4.3 and 4.4. Notwithstanding anything contained in
this Agreement to the contrary in any case where the date of
termination and the Release Expiration
