CROCS, INC. 2007 EQUITY INCENTIVE PLAN

Exhibit 10.1

CROCS, INC.
2007 EQUITY INCENTIVE PLAN

Incentive Stock Option Agreement

This is an Incentive 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 Compensation Committee of the Board of Directors (the "Committee") administers the Plan, has the authority to determine the awards to be granted under the Plan and, subject to certain limitations contained in the Plan, has the authority to delegate such authority to persons who are not Non-Employee Directors of the Company; and

        C.    The Committee, either acting on its own or through certain of its authorized delegates, has determined that you are eligible to receive an award under the Plan in the form of an Incentive Stock Option (the "Option");

        NOW, THEREFORE, the Company hereby grants this Option to you subject to the following terms and conditions:

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 intended to be an "incentive stock option" within the meaning of Section 422 of the Code, and shall not be an "incentive stock option" to the extent it does not so qualify. The terms of this Agreement and the Plan shall be interpreted and administered so as to satisfy the requirements 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.

*

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

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;

(b)

The last day of the period following the termination of your employment during which this Option can be exercised (as specified in Section 7 of this Agreement);

(c)

The date your employment 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 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