2007 EQUITY INCENTIVE PLAN

Exhibit 10.3

CROCS, INC.
2007 EQUITY INCENTIVE PLAN

Non-Statutory Stock Option Agreement (Non-Employee Director)

This is a Non-Statutory Stock Option Agreement ("Agreement") between Crocs, Inc., a Delaware corporation (the "Company"), and you, the Participant identified above, effective as of the Grant Date specified above.

Recitals*

        A.    The Company maintains the Crocs, Inc. 2007 Equity Incentive Plan (the "Plan"); and

        B.    Pursuant to the Plan, the Board of Directors (the "Board") has the authority to grant awards to Non-Employee Directors on terms and conditions to be determined by the Board.

        NOW, THEREFORE, the Company hereby grants option awards in the form of a Non-Statutory Stock Option (the "Option") to you subject to the following terms and conditions set by the Board:

Terms and Conditions

1.

Grant . You are granted this Option to purchase the number of Shares specified at the beginning of this Agreement.

2.

Exercise Price . The purchase price to you of each Share subject to this Option shall be the exercise price specified at the beginning of this Agreement, which price shall not be less than the Fair Market Value of a Share as of the Grant Date.

3.

Non-Statutory Stock Option . This Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Code.

4.

Exercise Schedule . This Option shall vest and become exercisable in accordance with the schedule specified at the beginning of this Agreement. The exercise schedule is cumulative, meaning that to the extent this Option has not been exercised and has not expired, terminated or been cancelled, it may be exercised with respect to any or all of the Shares as to which this Option has vested and become exercisable.

• The vesting of this Option may be accelerated and it may be exercised in full under the circumstances described in Section 8 of this Agreement if it has not expired prior thereto.

5.

Expiration . This Option shall expire at 5:00 p.m. Mountain Time on the earliest of:

(a)

The Expiration Date specified at the beginning of this Agreement, which shall not be later than ten years after the Grant Date;

*

Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future

• (b)

  The last day of the period following the termination of your relationship with the Company as a Non-Employee Director or consultant (your "Relationship") during which this Option can be exercised (as specified in Section 7 of this Agreement);
  
  

  (c)

  The date your Relationship is terminated through discharge for Cause; or
  
  

  (d)

  The date (if any) fixed for cancellation pursuant to Section 8 of this Agreement.

  No one may exercise this Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.

6.

Procedure to Exercise Option .

• Notice of Exercise . This Option may be exercised by delivering advance written notice of exercise to the Company at its headquarters in the form attached to this Agreement or in such other form as may be approved by the Company from time to time or by notifying the Company's outside Plan administrator of your intent to exercise and complying with all requirements set forth by such outside Plan administrator. If the person exercising this Option is not you, he/she also must submit appropriate proof of his/her right to exercise this Option.

  Tender of Payment . Upon giving notice of any exercise hereunder, you shall provide for payment of the purchase price of the Shares being purchased and the amount of any tax withholding required in connection with such exercise as provided in Section 15 of the Plan through one or a combination of the following methods:

  (a)

  Cash (including check, bank draft or money order);
  
  

  (b)

  To the extent permitted by law, through a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise to the Company in payment of the purchase price of such Shares and the amount of any applicable withholding tax;
  
  

  (c)

  By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exe