SKECHERS U.S.A., INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED 1998 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN

Restricted Stock Units Agreement

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SKECHERS USA INC

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Title: SKECHERS U.S.A., INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED 1998 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN
Date: 6/15/2006
Industry: Footwear

Exhibit 4.5

SKECHERS U.S.A., INC.

AMENDMENT NO. 2
TO
AMENDED AND RESTATED
1998 STOCK OPTION, DEFERRED STOCK
AND
RESTRICTED STOCK PLAN

Approved on May 30, 2003

The following constitutes the amended provision of the Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) of Skechers U.S.A., Inc. (the “Company”). Pursuant to a unanimous written consent of the Board of Directors dated April 1, 2003, and the approval of the Stockholders obtained at the annual meet

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