AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.1
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated January 1, 2004 is
made and entered into on April 11, 2005, by and between XXXXXXX X. XXXX (hereinafter referred to as
the “Executive”) and DECKERS OUTDOOR CORPORATION, a Delaware Corporation (hereinafter
referred to as the “Company”).
WHEREAS:
A. The Executive and the Company are parties to that certain Amended and Restated Employment
Agreement dated January 1, 2004 (the “Agreement”); and
B. The parties wish to amend the Agreement in certain respects, which amendment shall be
effective as of April 11, 2005.
NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Section 1.2. Section 1.2 of the Agreement is hereby amended to read as follows:
“The Executive will serve as the Chairman of the Board of Directors and will report to the
Company’s Board of Directors.”
2. Section 2.1. Section 2.1 of the Agreement is amended to provide that,
effective as of April 11, 2005, the Executive’s salary is reduced to ONE HUNDRED AND FOUR THOUSAND
DOLLARS ($104,000) per annum, and the Executive’s salary for 2006 is FIFTY TWO THOUSAND DOLLARS
($52,000) per annum, with no bonuses or stock-based awards.
3. Sections 2.2 and 2.3. Sections 2.2, 2.3, 4.1(e),
4.2(e), 4.3(e), 4.4(e), 6.1(c) and 6.1(g) and Exhibit A of
the Agreement are hereby deleted in their entirety.
4. Sections 4.1(f), 4.2(f), 4.3(f) and 4.4(f). Sections 4.1(f),
4.2(f), 4.3(f) and 4.4(f) of the Agreement are hereby amended to read as
follows:
(f) pay the Executive severance of three (3) times the Executive’s annual Base Salary in
effect immediately prior to the time such termination occurs, plus the greater of (x) three (3)
times the annual targeted incentive bonus established by the Compensation Committee and in
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effect immediately prior to the time such termination occurs or (y) three (3) times the average
actual annual incentive bonus for the previous three (3) years, whichever is greater. The
severance payment required under this subsection shall be conditioned upon the Executive confirming
the release in Section 5.2 hereof;
5. RATIFICATION OF AGREEMENT. In all other respects, the Agreement is hereby
ratified, confirmed and approved.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date hereinabove
set forth.
| “Company” | ||||||
| DECKERS OUTDOOR CORPORATION | ||||||
| By: | /s/ Xxxxx Xxxxxxxx
|
|||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Title: President and CEO. | ||||||
| Address: | ||||||
| 000-X Xxxxx Xxxxxxxx Xxxxxx | ||||||
| Xxxxxx, XX 00000 | ||||||
| “Executive” | ||||||
| /s/ Xxxxxxx X. Xxxx | ||||||
| XXXXXXX X. XXXX | ||||||
| Address: | ||||||
| 0000 Xxxxxxxx Xxx | ||||||
| Xxxxxxx, XX 00000 | ||||||
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