AMENDED AND RESTATED AGREEMENT FOR SUPPLY

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Exhibit 10.21

[*****] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment made pursuant to Rule 406 under the Securities Act of 1933, as amended.

AMENDED AND RESTATED AGREEMENT FOR SUPPLY (the " Agreement "),

between

        Finproject S.p.A.     (hereinafter " FINPROJECT "), a company incorporated existing and organized under the laws of Italy, with registered office at Contrada Campomaggio snc, 62010 Morrovalle, Macerata (Italy), corporate capital Euro 4.648.500,00 (fully p.i.), filed with the Registrar of Companies of Macerata and Italian tax no. 03699921007 represented by its legal representative Mr. Euro Vecchiola

And

        CROCS Inc.     (hereinafter " CROCS "), a company incorporated existing and organized under the laws of the State of Colorado (USA), with registered office at 6273 Monarch Park Place, Niwot, Colorado (USA), represented by its legal representative Mr. Ron Snyder.

(hereinafter referred to collectively as " Parties " and singularly as " Party " without distinction)

WHEREAS

•

CROCS, Inc. (formerly known as Western Brands, LLC) has changed its name and corporate structure as stated herein;

•

FINPROJECT and CROCS entered into that certain Agreement for Supply, dated as of June 29, 2004 (hereinafter the " Original Agreement ");

•

FINPROJECT manufactures and sells a wide range of footwear components and high tech materials intended for the use in a number of market sectors, including the footwear manufacturing sector;

•

FINPROJECT manufactures materials called [*****] in accordance with, but not limited to, recipes (set forth in Annexe 1) , as well as any other materials having similar composition and characteristics (hereinafter the " Material ");

•

CROCS is interested in securing supplies of the Material for the manufacture of Goods and FINPROJECT is willing to supply the Material in accordance with the recipes for the manufacture of the Goods to CROCS on the terms set forth herein;

•

CROCS manufactures and sells goods including, but not limited to, footwear using the name brand "Crocs" (hereinafter the " Goods ");

•

FINPROJECT manufactures one or more models of shoe products for CROCS and desires assurance of near term order volume for the Finished Shoes;

•

CROCS desires a supply of shoe products; and

•

FINPROJECT and CROCS now desire to amend and restate the Original Agreement in its entirety under the terms and conditions set forth herein.

1

        NOW THEREFORE, recitals and Annexes hereto being part and parcel of this Agreement, in consideration of the foregoing, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

         1.     Subject matter     

        1.1     Agreement as to the Material.     Subject to the terms set forth in Sections 2 through 18 of this Agreement, FINPROJECT shall supply to CROCS or a company designated by the same under its own responsibility, and CROCS (or the company designated by the same under its own responsibility) shall buy the Material for the manufacture of the Goods.

        1.2     Agreement as to the Finished Shoes.     Subject to the terms set forth in Sections 9, 10, 13-19 of this Agreement, FINPROJECT shall supply to CROCS or a company designated by the same under its own responsibility, and CROCS (or the company designated by the same under its own responsibility) shall buy the Finished Shoes.

         2.     Exclusivity and pre-emption right specific to the Material     

        2.1    On the condition that CROCS purchases the minimum quantities provided by art. 3 below, FINPROJECT shall not sell any Material or product based on the Material to any third party subject to the following exceptions:

        a.     FINPROJECT may provide midsoles for shoe products to its current and future customers.

        b.     FINPROJECT may sell the Material and/or products based on the Material to customers who are contractually bound to use the Material only in non-footwear applications. FINPROJECT shall be responsible for ensuring that the Material is not used in footwear products and agrees to immediately cease sales to any customer who violates this restriction.

        2.2    CROCS shall consider FINPROJECT a preferred supplier for the life of this Agreement.

         3.     Minimum Quantity specific to the Material     

        3.1    The following minimum quantities (hereinafter "Minimum Quantities") of the Material shall be purchased in any given contractual year in order to maintain exclusivity:

(i)

1 ^st July, 2004 -30 ^th June, 2005 (first contractual year):
[*****],

(ii)

1 ^st July, 2005 -30 ^th June, 2006 (second contractual year):
[*****],

(iii)

1 ^st July, 2006 -30 ^th June, 2007 (third contractual year):
[*****],

(iv)

1 ^st July, 2007 -30 ^th June, 2008 (fourth contractual year):
[*****].

(v)

Contractual years after 30 ^th June, 2008:
[*****].

        3.2    In addition to the above the Parties hereto agree that only the Minimum Quantities of Material for the first two contractual years are binding upon CROCS who shall therefore purchase from FINPROJECT a quantity of Material of at least [*****] in the first contractual year and of at least [*****] in the second contractual year.

2

        3.3    Without compromise to paragraph 3.2 above, no later than July 1 ^st of each contractual year, CROCS shall forward to FINPROJECT a schedule of the quantities of Material it actually intends to purchase in the upcoming contractual period (hereinafter the " Forecast ").

        3.3.1    If, by 31 December of each contractual year (first six-months), the quantity of Material actually ordered is less than 20% of that called for by the Forecast, CROCS shall, within 10 (ten) days confirm to FINPROJECT in writing its intention to purchase the Minimum Quantity guaranteed for the period. Failing this, FINPROJECT shall forthwith be released from the exclusivity obligation.

        3.3.2    The Parties hereto agree that should the guaranteed minimum volume be confirmed as per paragraph 3.3.1. above, while at the end of the annual period CROCS has ordered an amount of Material inferior to the Minimum Quantity of Material, CROCS shall pay to FINPROJECT a non reducible penalty corresponding to 10% of the value of the Material not ordered.

        3.4.    Without compromise to the provisions of paragraph 3.3 above relating to the Forecast, the actual quantities of Materials to be supplied from time to time for each applicable year, shall be covered by one or more specific orders (" Specific Order/s ") forwarded by CROCS to FINPROJECT. The Specific Orders shall be passed and accepted as per Article 5 below and a "rolling forecast" shall be submitted to FINPROJECT with orders covering the quarter.

        3.5.    Without compromise to paragraph 3.2 above, FINPROJECT hereby expressly agrees and acknowledges that as from the third contractual year, if CROCS purchases the Minimum Quantity of Material for the year in question, the right to exclusivity shall automatically renew.

        3.6.    In the event CROCS falls short of meeting the Minimum Quantity of Material for any contract year, it may elect to cure such shortfall in the following upon notice to FINPROJECT without losing its right to exclusivity. Upon such notice, FINPROJECT shall apply all Specific Orders placed within the first 60 days of the next contract year to the contract year in which the shortfall took place. If CROCS meets the Minimum Quantity for the previous contract year by applying these purchases, it shall maintain it's right to exclusivity. If purchases are applied to a previous contract year in order to cure a shortfall, such purchases shall not count towards the Minimum Quantity for the current year (no double counting).

         4.     Purchase Price of the Material and payment thereof     

        4.1.    Parties agree that the purchase price of the Material for the Minimum Quantities shall be the one listed in the price list in Euro attached hereto as Annex 2) .

        4.2.    It is agreed between the Parties that the pricing for the Material shall be reviewed each quarter, and may be changed for the following reasons:

          (i)  changes in the cost of raw materials described by Annexe 1 affecting the manufacturing cost of the Material by 5% or more in either direction. The material [*****] and relevant versions shall be used as reference: [*****].

         (ii)  exchange rate variations for purchases made outside of Europe and/or in USD, considering the current exchange rate of USD 1,20 for 1 Euro,

        (iii)  order volumes, if these exceed the Minimum Quantity in accordance with Section 3.1 of this Agreement.

        4.3.    Payment must be made by CROCS, unless otherwise agreed upon between the Parties, in EURO within 30 days month end from the date of invoice, by SWIFT transfer in favour of [*****]. Payment is deemed to be made when the respective sum is at FINPROJECT's disposal at its bank in Italy.

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         5.     Specific Orders and Delivery of the Material     

        5.1.    The Specific Orders of the Material along with the quantities and the relevant delivery dates shall be sent by CROCS to FINPROJECT to fax nr. +39.0736.814259 marked for the attention of Mr. Americo Malaccari.

        Within 5 (five) days from receipt of the Specific Orders, FINPROJECT undertakes to communicate the acceptance of order placed, by forwarding the Specific Order signed for acceptance to fax number +1-418-687-4420, marked for the attention of Mr. Andrew Reddyhoff.

        5.2.    Any suggested changes to the delivery dated shown on a single Specific Order should be advised immediately by FINPROJECT to CROCS in writing to number +1-418-687-4420, for the attention of Andrew Reddyhoff, and will be intended as received upon issue of the report confirming transmission.

        5.2.1.    Upon receipt of the preceding communication, should CROCS decide to accept the different delivery date suggested by FINPROJECT as per the preceding paragraph, CROCS shall forward to FINPROJECT to fax no. +39.0736.814259, marked to the attention of Mr. Americo Malaccari, a new Specific Order for the same quantity and indicating the different delivery date proposed by FINPROJECT. In the latter