INDEMNIFICATION AGREEMENT

Exhibit 10.1

INDEMNIFICATION AGREEMENT

        AGREEMENT dated effective as of                        , 2005, between CROCS, Inc., a Delaware corporation (the "Company"), and                        (the "Indemnitee").

        WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and

        WHEREAS, Indemnitee is or wishes to serve as a director and/or officer of the Company; and

        WHEREAS, the Company's charter requires the Company to indemnify and advance expenses to its directors and officers to the full extent authorized and permitted by applicable law, and allows for the provision of additional indemnification rights to directors or officers by separate agreement; and

        WHEREAS, Indemnitee has been serving and continues to serve, or will serve, as a director and/or officer of the Company in part in reliance on such provisions of the Company's charter; and

        WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to encourage Indemnitee's service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of, and the advancing of expenses to, Indemnitee to the fullest extent (whether partial or complete) authorized and permitted by law and the Company's Certificate of Incorporation, and to such extent as may be provided for in this Agreement; and

        WHEREAS, to the extent insurance is maintained the Company wishes to provide in this Agreement for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.

        NOW, THEREFORE, in consideration of the premises and of Indemnitee's service or continued service to the Company directly or, at its request, to any other Enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

        1.     CERTAIN DEFINITIONS. Capitalized words not otherwise defined herein shall have the following meanings:

        a.     "Change in Control" shall be deemed to have occurred if:

        (i)    a majority of the directors of the Company shall be persons other than persons (A) who were directors of the Company at the date hereof, (B) for whose election proxies shall have been solicited by the Board of Directors, or (C) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by newly-created directorships or the death or resignation (but not removal) of a director; or

        (ii)   on or after the date hereof, any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company, a subsidiary of the Company or the person seeking indemnification, acquires or becomes the beneficial owner (as so defined in Exchange Act Rule 13d-3), directly or indirectly, of twenty percent or more of the voting power represented by the Company's then outstanding Voting Securities; or

        (iii)  the stockholders of the Company approve, and the Company consummates, a definitive agreement or plan to (A) merge or consolidate the Company with or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Company, (2) a merger in which the Company is the surviving corporation and no outstanding Voting Securities of the Company (other than fractional shares) held by stockholders immediately prior to the merger are converted into cash, securities or other property, or (3) a merger effectuated with the purpose of changing the jurisdiction of incorporation of the Company), (B) exchange, pursuant to a statutory exchange of shares of voting stock of the Company held by stockholders of the Company immediately prior to the exchange, shares of one or more classes or series of voting stock of the Company for shares of another corporation, (C) sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions), or (D) liquidate or dissolve the Company, unless a majority of the Voting Securities of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Company (in the case of a merger, consolidation or disposition of assets) or the Company (in the case of a statutory share exchange) is, immediately following the merger, consolidation, statutory share exchange or disposition of assets, beneficially owned by the person seeking indemnification or by a group of persons, including the person seeking indemnification, acting in concert; or

        (iv)  the Company enters into an agreement in principle or a definitive agreement relating to an event described in clause (i), (ii) or (iii) above which ultimately results in an event described therein, or a tender or exchange offer or proxy contest is commenced which ultimately results in an event described therein.

        b.     "Claim" shall mean any threatened, pending or completed action, suit or proceeding, or alternative dispute resolution mechanism, or any inquiry or investigation, whether instituted by the Company or any other party (including, without limitation, in the right of the Company).

        c.     "Enterprise" shall mean any enterprise other than the Company, including any corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other entity or enterprise.

        d.     "Expenses" shall mean (i) all costs, expenses and obligations (including attorneys' fees and costs, the fees and costs of consultants and experts, and reasonable out-of-pocket travel costs incurred by any of such persons or by Indemnitee), incurred in connection with investigating, defending, being a witness in, being interviewed in connection with, or participating in (including on appeal), or preparing to defend, to be a witness in, to be interviewed by, or to participate in, any Claim relating to any Indemnifiable Event, (ii) any judgment, fine, penalty or amount to be paid in settlement of any Claim relating to an Indemnifiable Event, (iii) any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

        e.     "Indemnifiable Event" shall mean any circumstance, event or occurrence related to the fact that Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of any other Enterprise, or by reason of anything done or not done, or alleged to have been done or not done, by Indemnitee in any such capacity.

        f.      "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have been retained by or otherwise performed services for the Company or Indemnitee within the previous three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements).

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        g.     "Reviewing Party" shall mean, as to any situation in which Indemnitee is an officer or director at the time of the determination, (i) directors of the Company who are not parties to the Claim or a committee of such directors designated by majority vote of such directors (each of which shall make decisions by majority vote), (ii) if there are no such directors, or if such directors so direct, by Independent Legal Counsel, or (iii) such other person(s) who may be designated as provided by applicable law. "Reviewing Party" shall mean, as to any situation in which Indemnitee is not an officer or a director at the time of the determination, Independent Legal Counsel.

        h.     "Voting Securities" shall mean any securities of the Company which vote generally in the election of directors of the Company.

        2.     BASIC INDEMNIFICATION ARRANGEMENT.

        a.     General Rules. Subject to the provisions of Section 8 hereof, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is interviewed in connection with, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent authorized and permitted by applicable law, the Company's Certificate of Incorporation or any subsequent charter document, any bylaws duly adopted by the Company and the terms of this Agreement, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses associated with such Indemnifiable Event.

        Notwithstanding the foregoing sentence, in no event shall Indemnitee be entitled to indemnification pursuant to this Agreement for any liability finally adjudged by a court of competent jurisdiction (and after the exhaustion or lapse of all rights of appeal) to have arisen in connection with (i) remuneration paid to or for the benefit of Indemnitee in violation of law; or (ii) any accounting of profits made from the purchase or sale by Indemnitee or any related person of the Company's securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments or similar provisions of any federal, state or local statutory law; or (iii) actions brought about or contributed to by the dishonesty of Indemnitee, if such adjudication establishes that acts of active and deliberate dishonesty were committed or attempted by Indemnitee with actual dishonest purpose and intent and were material to the adjudication; or (iv) actions based on or attributable to Indemnitee having gained any personal profit or advantage to which he was not entitled; or (v) any matter in respect of which such court determines that indemnification is unlawful; provided, however, to the extent any of the circumstances stated in (i) through (v) is raised as a defense to indemnification of Indemnitee, such defense shall be permitted only as to Claims specifically and solely involving the foregoing, and to the extent the indemnification request also involves Claims or portions of Claims not involving the foregoing or as to which the foregoing are only a part, the extent of Indemnitee's indemnification shall be governed by the provisions of Section 5 hereof. In addition, except as provided in Section 4, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Company's Board of Directors has consented to the initiation of such Proceeding; or (ii) the proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Legal Counsel has approved its initiation.

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        In connection with the Company's obligation to indemnify Indemnitee pursuant to this Section 2(a), the Company shall advance all actual Expenses incurred by Indemnitee as soon as practicable but in any event no later than five business days after the Company is presented with a written demand by Indemnitee for payment of such Expenses (an "Expense Advance"), subject only to the reimbursement obligation of Indemnitee as provided in Section 2(b)(ii) and the provisions of Section 8(b)(i). Expenses incurred in defending any proceeding shall be advanced by the Company prior to the final disposition of the proceeding. In submitting any invoice for such Expenses, Indemnitee shall not be required to submit any information which Indemnitee has been advised by Indemnitee's counsel could reasonably be expected to result in the waiver of the attorney-client privilege or would constitute attorney work product.

        b.     Conditions. Indemnitee hereby agrees to furnish to the Company or the Company's Board of Directors any affirmations, undertakings, or similar assurances required by applicable law as a condition to indemnifying or making Expense Advances hereunder, and receipt of any such affirmations, undertakings, or similar assurances is an express condition to the Company's obligations pursuant to Section 2(a) hereof. In addition, notwithstanding the provisions of Section 2(a):

        (i)    the obligations of the Company to indemnify Indemnitee pursuant to Section 2(a) shall be subject to