Deckers Outdoor Corp 10-Q for FY2027 Q1
Deckers Outdoor Corp (DECK)
10-Q
2026-07-30
For: 2026-06-30
View Original
Added on
July 30, 2026
About this 10-Q
Deckers Outdoor Corp filed this 10-Q on July 30, 2026, covering the quarter ended June 30, 2026 (FY2027 Q1).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.02B
- up 5.7% from $964.54M a year earlier
- Net income
- $129.97M
- down 6.6% from net income of $139.2M a year earlier
- Diluted EPS
- $0.94
- up 1.1% from $0.93 a year earlier
EXHIBIT 10.1
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of
_01 June 2026 , 2026 by and between Duke Realty Limited Partnership, an Indiana limited partnership(“Landlord”) and Deckers Outdoor Corporation, a Delaware corporation (“Tenant”).
W I T N E S S E T H:
WHEREAS, Landlord, successor in interest to Moreno Knox, LLC, a Delaware limited liability company, and Tenant have entered into a Lease dated December 05, 2013, as amended by a First Amendment to Lease dated June 06, 2017 (the “First Amendment”), and as amended by a Second Amendment to Lease dated July 17, 2017 (the “Second Amendment”), pursuant to which Landlord leased to Tenant certain premises consisting of approximately 1,530,944 rentable square feet located at 17791 Perris Boulevard, Moreno Valley, CA 92551 (the “Premises”), such lease, as heretofore modified, being herein referred to as the “Lease”.
WHEREAS, the Term of the Lease is scheduled to expire June 30, 2028 (the “Expiration Date”).
WHEREAS, Landlord intends to enter into a lease for the roof of the Building granting a third party (the “Solar Entity”) to install and operate a solar electric generating system (the "Solar System") which shall generate electricity (the "Solar Power") which Tenant agrees to pay Landlord for the Solar Power in accordance the terms and conditions set forth in this Amendment;
WHEREAS, Landlord and Tenant desire to modify the Lease on the terms and conditions set forth
below.
A G R E E M E N T:
NOW THEREFORE, in consideration of the Premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
1.The Lease Term is extended for sixty (60) months, commencing July 1, 2028 (the “Second Extension Term Commencement Date”) such that the Expiration Date shall be amended to June 30, 2033 (collectively, the “Second Extension Term”). During the Second Extension Term, Tenant shall accept the Premises in its “as is” condition subject to Landlord’s obligations to repair and maintain the Premises as set forth in the Lease, and as otherwise set forth in this Amendment, and all of the terms of the Lease as amended herein shall remain in full force and effect.
2.Notwithstanding anything contained in the Lease to the contrary, Tenant shall continue to pay the existing Basic Rent, NNN Charges and other reimbursable costs pursuant to the Lease through June 30, 2026. Thereafter, and notwithstanding anything contained in the Lease to the contrary, effective on July 1, 2026, and continuing through the Second Extension Term, Tenant shall pay NNN Charges and other reimbursable costs as to the Premises as provided in the Lease, and the monthly Basic Rent for the Premises shall be amended as follows:
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Basic Rent Per Month
Period Basic Rent Per Month
07/01/2026 - 09/30/2026 *USD$0.00
10/01/2026 - 09/30/2027 USD$811,400.32
10/01/2027 - 09/30/2028 USD$842,019.20
10/01/2028 - 06/30/2029 USD$1,530,944.00
07/01/2029 - 06/30/2030 USD$1,576,872.32
07/01/2030 - 06/30/2031 USD$1,624,178.49
07/01/2031 - 06/30/2032 USD$1,672,903.84
07/01/2032 - 06/30/2033 USD$1,723,090.96
* Basic Rent Per Month of USD$811,400.32 is abated for this three (3) month period for a total abated amount of $2,434,200.96.
3.Notwithstanding anything herein to the contrary, and provided that no Event of Default exists, Landlord shall contribute up to a maximum amount of USD$2,296,416.00 (the “TI Allowance”), towards the Tenant-Made Alterations to the Premises or Basic Rent as provided below (as opposed to repairs and maintenance to the Premises which are Tenant’s obligations under the Lease), which payment shall be made by Landlord to Tenant within 30 days following (i) completion of the Tenant-Made Alterations, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs along with copies of vendor invoices summarizing the work done, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who worked on the Tenant-Made Alterations, and (iv) if applicable, Landlord’s receipt of a copy of the final construction permit approved by the applicable governing authority to the extent required for such Tenant-Made Alterations. Landlord shall be under no obligation to pay for any Tenant-Made Alterations to the Premises in excess of the TI Allowance. Notwithstanding the foregoing, during the initial twelve (12) months of the Second Extension Term Tenant may apply the entire TI Allowance or any portion thereof towards Basic Rent, so long as Tenant provides thirty (30) days advance written notice of such election to Landlord. Further, such TI Allowance shall only be available for Tenant’s use following the mutual execution of this Amendment and through June 30, 2029, and Tenant hereby waives any and all rights to any unused portion of the TI Allowance remaining thereafter. Tenant shall have no obligation to repay to Landlord the TI Allowance as an NNN Charge or otherwise.
4.Tenant agrees and understands while Landlord intends to enter into a lease with the Solar Entity whereby Solar Entity will install a Solar System on the Building which will generate Solar Power (the “Solar Lease”). Landlord shall cooperate with Solar Entity and use commercially reasonable efforts, consistent with Landlord’s and Solar Entity’s standard practices for similar projects, to
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pursue the evaluation and potential installation of a Solar System designed to produce 4.2 MW DC of Solar Power, but the design of any Solar System installed at the Building shall be at the sole discretion of Landlord and Solar Entity. In the event Landlord and Solar Entity determines, in each party’s sole discretion, that the installation of a Solar System on the Building is viable and such Solar System will be designed to produce Solar Power in excess of 2.1 MW DC (the “Enhanced Solar System”), then as a material condition to installing such Enhanced Solar System Tenant shall be required to contribute towards the costs of the Enhanced Solar System up to an amount not to exceed $3,000,000.00 subject to the full execution and delivery of a separate contract between either Tenant and the Solar Entity or Tenant and Landlord. The Enhanced Solar System, if installed, shall be deemed to be the Solar System under the Lease, as amended. Notwithstanding the foregoing, Tenant acknowledges that the installation, size, and output of any Solar System are uncertain and subject to factors outside Landlord’s control. In consideration of such uncertainty, and as part of the overall economic agreement between the parties (and not as a penalty or liquidated damages), and provided Deckers Outdoor Corporation (or any Permitted Transferee) is the Tenant under this Lease, and no Event of Default exists, Landlord agrees that in the event Landlord fails to install a Solar System nominally sized at approximately 2.1 MW DC (as determined by Landlord and Solar Entity in their discretion) on, or prior to, the date which is the last day of the twenty-fourth (24th) full calendar month following the date of this Amendment (the “Outside Date”), which date may be extended for a maximum of twelve (12) months as a result of events of force majeure in accordance with Paragraph 28 of the Lease or delays resulting the actions, or failure to act, by the Moreno Valley Electric Utility, Landlord shall have no further obligation under this Lease to install the Solar System, and shall credit against Tenant’s obligation for the payment of Basic Rent (to be applied against the next due and payable) an amount equal to $1,650,000.00 until said credit is fully realized by Tenant (the “In Lieu Credit”). Notwithstanding anything contained herein to the contrary, Landlord makes no representation or warranty that the Solar System will be installed or operational at the Premises, nor that the Solar System will meet any particular percentage of Tenant’s energy requirements. Tenant agrees that the In Lieu Credit shall be Tenant’s sole and exclusive remedy in connection with Landlord’s failure to install a Solar System, and such failure shall not constitute a default by Landlord under the Lease. Tenant acknowledges that the Solar Entity is an independent third party, and other than providing Tenant with the In Lieu Credit in the event the Solar System is not installed by the Outside Date, Landlord shall have no liability for the Solar Entity’s decisions regarding the design, size, timing, or feasibility of the Solar System. Notwithstanding anything to the contrary contained herein, in the event Landlord receives from the applicable utility provider any net export credits attributable to the Solar System during the Lease Term that would otherwise have been payable to Tenant as the utility account holder, Landlord shall remit to Tenant the amount of such net export credits actually received by Landlord.
5.Effective on the date hereof, the term “Premises” as defined in Section 1(f) of the Lease is hereby amended to exclude the rooftop of the Building (the “Rooftop”) such that the Rooftop shall no longer be included as the Premises. Notwithstanding the foregoing, any equipment of Tenant serving the Premises which may be located on the Rooftop shall have the right to remain and Tenant shall continue to have access to the Rooftop solely for the purpose of maintaining any existing equipment serving the Premises located on the Rooftop. Furthermore, notwithstanding anything contained herein to the contrary, Landlord shall continue to have the obligation to maintain the roof as provided in the Lease the cost of which shall be included in the NNN Charges. Notwithstanding the foregoing, (i) Tenant shall continue to have the right to maintain
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existing equipment serving the Premises located on the Rooftop and to install additional equipment serving the Premises on the Rooftop, subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed, and (ii) Tenant’s obligations under the Lease in connection with the Rooftop shall not increase, and Tenant’s rights under the Lease to access and use the Rooftop shall not be diminished; provided Tenant shall have no right to place Rooftop Equipment as provided in Section 36(b) of the Lease in areas that interfere with the Solar System.
6.Effective on the date hereof, the term “Premises” as defined in Section 1(f) of the Lease is hereby amended to exclude the parking area of the Land as identified on Exhibit A attached hereto (the “Battery Area”) in order for the installation of a battery storage system to serve the Solar System such that the Battery Area shall no longer be included as the Premises. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord, shall maintain and repair the Battery Area in good working order and in a manner consistent with the standard of maintenance and repair for the Building and Common Areas the costs which shall be included in the NNN Charges. Notwithstanding the foregoing, Tenant shall have no liability, as a NNN Charge or otherwise with respect to the maintenance or repair of the battery system and/or any other equipment or system in the Battery Area installed in connection with the Solar System.
7.Furthermore Tenant hereby agrees and grants Landlord the right to grant licenses to Solar Entity with respect to the parking areas at the Building in order for the installation, maintenance, repair, and operation of the Solar System during the Lease Term; provided, that (i) Solar Entity shall coordinate with Tenant, each acting reasonably, with respect to the scheduling of such installation, maintenance, repair, and operation in the event such installation, maintenance, repair, or operation is reasonably expected to adversely impact Tenant’s operations at the Premises, and (ii) Solar Entity shall use reasonable efforts to minimize any material and adverse impact Tenant’s use of the Premises or the parking areas.
8.Notwithstanding anything provided in the Lease to the contrary, all payments required to be made by Tenant to Landlord (or to such other party as Landlord may from time to time specify in writing) may only be made by Electronic Fund Transfer of immediately available federal funds at such place, within the continental United States, as Landlord may from time to time designate to Tenant in writing, otherwise pursuant to the terms of the Lease.
9.Notwithstanding anything provided in the Lease, the notice addresses for Landlord and Tenant shall be as follows:
Landlord: Duke Realty Limited Partnership
3546 Concours Street,
Suite 100,
Ontario, California 91764 Attention: Market Officer
With a copy to: Prologis
1800 Wazee Street,
Suite 500
Denver, Colorado 80202
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Attention: General Counsel
Tenant: Deckers Outdoor Corporation 250 Coromar Drive,
Goleta, California 93117 Attention: Legal Department
With a copy to:
Deckers Outdoor Corporation 250 Coromar Drive,
Goleta, California 93117 Attention: Chief Financial Officer
10.Each Party represents and warrants that, it has dealt with no broker, agent or other person in connection with this transaction other than Carlo Brignardello and Troy Pollet with Cushman & Wakefield, Inc., and that no broker, agent or other person brought about this transaction, and each party agrees to indemnify and hold the other harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction.
11.Within thirty (30) days of Landlord’s written request, Tenant agrees to deliver to Landlord such information and/or documents as Landlord requires for Landlord to comply with California Public Resources Code Section 25402.10, or successor statute(s), and California Energy Commission adopted regulations set forth in California Code of Regulations, Title 20, Division 2, Chapter 4, Article 9, Sections 1680-1685, and successor and related California Code of Regulations, relating to commercial building energy ratings. Landlord makes the following statement based on Landlord’s actual knowledge in order to comply with California Civil Code Section 1938: The Building and Premises have not undergone an inspection by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject Premises and determine whether the subject Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject Premises, the Landlord may not prohibit the Tenant from obtaining a CASp inspection of the subject Premises for the occupancy or potential occupancy of the Tenant, if requested by the Tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct any violations of construction-related accessibility standards within the premises. Landlord and Tenant hereby agree that a Tenant-requested CASp inspection shall be at Tenant’s sole cost and expense and that the cost of making any repairs necessary to correct violations of construction-related accessibility standards within or outside the Premises shall be governed by Section XI of the First Amendment.
12.Tenant shall retain its right to extend the Term of the Lease pursuant to Rider 1 (“Option to Extend”) of the Lease; provided, however, that such Option to Extend shall consist of two (2) additional consecutive extension periods of five (5) years each, in lieu of the extension terms currently set forth in Rider 1 of the Lease.
13.Solar System:
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a.Tenant agrees to take delivery of, and purchase, all Solar Power produced by the Solar System commencing on the date on which the Solar System commences the generation of electricity (the “Solar Effective Date”). Following the Solar Effective Date, Tenant shall pay to Landlord an amount equal to: (a) the total kilowatt hours of Solar Power generated by the Solar System, multiplied by (b) the Solar Power Rate, as defined below (the “Solar Payments”). Landlord, or its designee, will invoice (the “Solar Statement”) Tenant for the Solar Power Payments monthly following the Solar Effective Date during the Lease Term and any extensions thereof, and Tenant shall pay to Landlord the Solar Payments no later than 30 days after receipt of the Solar Statement.
b.The “Solar Power Rate” shall equal $0.082/kilowatt hour, plus applicable taxes, for each kilowatt hour of Solar Power produced by the Solar System. Furthermore, the Solar Power Rate shall automatically increase by 1.5% effective on January 1 of each year during the Lease Term; provided in the event the first January 1 occurs less than twelve (12) full calendar months following the Solar Effective Date then the first increase shall occur on the second January 1 to occur following the Solar Effective Date. Upon Tenant’s request, Landlord shall use commercially reasonable efforts to require the Solar Entity to provide Tenant with documentation supporting the Solar Power generated by the Solar System which is included in the Solar Statement provided such request is made no later than ninety (90) days following Landlord’s delivery of such Solar Statement.
c.Landlord makes no guaranty or warranty as to the amount of the Solar Power which will be generated during the Lease Term by the Solar System. If the production meter for the Solar System is not available, is malfunctioning, or is not providing complete or reliable data, Landlord may determine the amount of Solar Power generated by the Solar System for the applicable billing period using other reasonably available and verifiable data sources, including inverter data or monitoring system records. Upon Tenant’s reasonable request, Landlord shall provide reasonable supporting documentation for such determination. Once accurate production meter data becomes available, Landlord shall reconcile the applicable Solar Statement and make any necessary adjustments to the Solar Payments.
d.Upon Tenant’s request, Landlord hereby agrees to use commercially reasonable efforts to cooperate with Tenant’s reasonable requests for information and/or documents which Landlord may have in its possession in order for Tenant to comply with any aspect of its reporting obligations related to Tenant’s environmental and social governance programs or similar corporate obligations (“Tenant’s ESG Programs”).
14.Notwithstanding any provisions contained in the Lease to the contrary, Landlord may install sensors, meters, and other devices (collectively “Devices”) in the Premises that collect operational efficiency data for the systems serving the Premises, including the Solar System ( the “Data”). The Devices shall not: (a) materially interfere with Tenant's use of the Premises, (b) include cameras, video, or voice recording devices, (c) collect employee data, or (d) track people, equipment, or inventories. Landlord shall own all rights, title and interest in the Data.
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Upon request, Landlord shall provide Tenant access to the Data.
15.Notwithstanding any provisions contained in the Lease to the contrary, in the event the Building or Premises is subject to mandated building performance standards, energy benchmarking ordinances, or any similar Legal Requirements which intend to regulate the energy usage or emissions at the Building (collectively “Energy Requirements”), and Tenant’s use and operations at the Building or Premises contributes to Landlord incurring a penalty, fine, or fee as a result of non-compliance with such Energy Requirement, Tenant shall reimburse Landlord for such penalty, fine, or fee no later than 30 days following receipt of an invoice for such amount. In the event the Premises is less than the entire area of the Building, Tenant’s obligation to reimburse Landlord for such penalty, fine, or fee shall be calculated based on the proportionate share of such penalty, fine, or fee which is attributable to Tenant’s use and operations at the Building as reasonably determined by Landlord.
16.All defined terms used in this Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. To the extent of any conflict between the terms of this Amendment and the specific terms of the Lease, the terms of this Amendment shall control.
17.Each Party represents to the other that the person executing this Amendment on behalf of such party has full authority to enter into this Amendment. This Amendment may be executed in two (2) or more counterpart signatures, any of which may be executed and transmitted by electronic means including Adobe Sign and DocuSign, each of which when executed shall be deemed to be an original, and all counterparts taken together shall constitute one and the same Amendment.
[Remainder of page is intentionally blank; signature page to follow]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.
TENANT: | LANDLORD: | |||||||
Deckers Outdoor Corporation, a Delaware corporation | DUKE REALTY LIMITED PARTNERSHIP | |||||||
an Indiana limited partnership | ||||||||
By: Duke Realty LLC | ||||||||
a Delaware limited liability company | ||||||||
its general partner | ||||||||
By: Authorized Person | ||||||||
| /s/ Megan Creecy-Herman | ||||||||
President, West Region of Prologis, Inc., | ||||||||
By: /s/ Steven Fasching | a Maryland corporation | |||||||
Name: Steven Fasching | ||||||||
Title: Chief Financial Officer | ||||||||
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EXHIBIT A: BATTERY AREA
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EXHIBIT 10.2
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT (the “Agreement”) is made as of [DATE], by and between DECKERS OUTDOOR CORPORATION, a Delaware corporation (the “Company”), and [EXECUTIVE] (the “Executive”) and is effective as [DATE] (the “Effective Date”).
ARTICLE I
DUTIES AND TERMS
1.1EMPLOYMENT. In consideration of their mutual covenants and other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, as of the Effective Date the Company shall employ Executive, and the Executive hereby accepts such employment as [POSITION] upon the terms and conditions set forth in this Agreement.
1.2POSITION AND RESPONSIBILITIES. The Executive will serve as [POSITION] and shall report to the Company’s [SUPERVISOR]. The Executive’s primary work location will be the Company’s offices in [Goleta, California], subject to business travel as needed for the Executive’s position. The Executive shall perform all of the duties reasonably assigned to him/her by [SUPERVISOR], commensurate with his/her position as [POSITION], and shall observe and comply with the Company’s rules and regulations regarding the performance of his/her duties and shall carry out and perform all reasonable orders, directions, and policies given to him/her by [SUPERVISOR] periodically, either orally or in writing, commensurate with his/her position as [POSITION]. The Executive shall at all times carry out the duties assigned to him/her in a loyal, trustworthy and businesslike manner.
1.3AT-WILL EMPLOYMENT. Executive will continue to be employed as an at-will employee of the Company. Subject to the provisions of Articles III and IV, as an at-will employee, Executive is free to terminate his employment with the Company at any time, for any reason, and the Company has the similar right to terminate Executive’s employment at any time, for any reason. Although the Company may choose to terminate Executive’s employment for Cause (as defined in Section 6.1 hereof), Executive’s employment is at-will and Cause is not required.
1.4PERSONNEL POLICIES. Except as otherwise provided herein, Executive shall be subject to the personnel policies of the Company applicable to management employees, and any amendments or revisions thereto. In the event of a conflict between this Agreement and the Company’s personnel policies, the terms of this Agreement shall control.
ARTICLE II
COMPENSATION
For all services rendered by the Executive in any capacity during the Executive’s employment under this Agreement, the Company will compensate the Executive as follows:
2.1BASE SALARY. The Company will pay to the Executive an annual base salary to be paid in equal installments in accordance with the Company’s general payment policies in effect during the term hereof (the “Base Salary”). The Base Salary shall be subject to review by the
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Company based on those factors deemed appropriate by the Compensation Committee and such base salary amount as may be set from time-to-time shall be “Base Salary” for purposes of this Agreement. This provision does not alter the at-will nature of Executive’s employment or the provisions of Articles III and IV below.
2.2MANAGEMENT INCENTIVE PROGRAM. The Executive shall be eligible to receive a targeted annual bonus based on criteria established annually by the Compensation Committee (the “Incentive Bonus”).
2.3STOCK INCENTIVE PLAN. The Executive will be eligible to participate in the Company’s stock incentive plans at a level commensurate with like-level executive employees, subject to the terms of the program as set by the Board of Directors. The number, terms and types of stock incentive plan awards granted may vary from year to year.
2.4ADDITIONAL BENEFITS. The Executive will be entitled to participate in all benefit and welfare programs, plans, and arrangements that are from time to time made available to the Company’s like-level executive employees. These benefits currently include medical, dental and life insurance; Section 125 Flexible Spending Plan; 401(k) Retirement Plan; and Executive Vacation Plan.
ARTICLE III
TERMINATION OF EMPLOYMENT
3.1GENERAL. While Executive is an at-will employee as provided in Section 1.3 above, the following conditions for termination of employment are set forth in order to determine the nature of Executive’s compensation entitlement upon termination of employment as discussed in Article IV below. Neither the provisions of Article III nor Article IV of this Agreement shall alter the at-will nature of Executive’s employment with the Company. Upon termination of Executive’s employment, Executive shall be deemed to have automatically resigned as a director or officer of any Affiliate (as defined in Section 6.1(f) hereof) or any subsidiary of the Company in which Executive serves in any such capacity and during and after Executive’s employment, Executive will assist Company in every proper way to evidence such resignation.
3.2DEATH OF EXECUTIVE. The Executive’s employment under this Agreement will automatically terminate upon the death of the Executive.
3.3BY EXECUTIVE. The Executive may terminate the Executive’s employment under this Agreement by giving Notice of Termination (as defined in Section 6.1 hereof) to the Company:
(a)for Good Reason (as defined in Section 6.1 hereof); and
(b)at any time without Good Reason.
3.4BY COMPANY. The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:
(a)in the event of Executive’s Total Disability (as defined in Section 6.1 hereof);
(b)for Cause; and
(c)at any time without Cause.
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ARTICLE IV
COMPENSATION UPON TERMINATION OF EMPLOYMENT
If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:
4.1UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will:
(a)pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”);
(b)pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”);
(c)subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him/her prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”);
(d)provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law;
(e)pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the fiscal year of termination and the target amount of such Incentive Bonus previously established by the Compensation Committee for that fiscal year, which shall be paid no later than the first to occur of the following: (i) March 15 of the year following the year in which the last day of the fiscal year of termination occurs; and (ii) thirty (30) days following the Compensation Committee’s determination of the Company’s level of achievement of the performance criteria for such fiscal year; and
(f)the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested and unexercised stock options outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options were issued.
4.2UPON TERMINATION BY COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON. If the Executive’s employment is terminated by the Company for Cause, or if the Executive terminates the Executive’s employment with the Company other than (x) upon the Executive’s death or Total Disability or (y) for Good Reason, the Company will:
(a)pay the Executive the Accrued Base Salary;
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(b)pay the Executive the Accrued Vacation Payment;
(c)subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses;
(d)pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law;
(e)pay the Executive any Accrued Incentive Bonus, and excluding any Incentive Bonus for the fiscal year of termination; and
(f)the Executive will have the right to exercise vested options in accordance with Section 4.1(f) hereof.
4.3UPON TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause, the Company will:
(a)pay the Executive the Accrued Base Salary;
(b)pay the Executive the Accrued Vacation Payment;
(c)subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses;
(d)pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law;
(e)pay the Executive any Accrued Incentive Bonus; plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the fiscal year of termination, and the target amount of such Incentive Bonus previously established by the Compensation Committee for that fiscal year, which shall be paid no later than the first to occur of the following: (i) March 15 of the year following the year in which the last day of the fiscal year of termination occurs and (ii) thirty (30) days following the Compensation Committee’s determination of the Company’s level of achievement of the performance criteria based upon the Company’s financial statements for such fiscal year of termination;
(f)pay the Executive severance, commencing within sixty (60) days following the termination date, of [CEO: twenty-four (24) / NEO: twelve (12)] monthly payments equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Subject to the requirement that the Executive incurred a Separation from Service, severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any Affiliate or subsidiary of the Company during the twelve (12) months following termination;
(g)should Executive timely elect continued group health insurance coverage in accordance with the provisions of COBRA, the Company shall pay the premium amount
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for such continued group health insurance coverage for Executive and Executive’s eligible dependents for the first [CEO: twenty-four (24) / NEO: twelve (12)] months of such coverage in accordance with the COBRA regulations. At the end of that [CEO: twenty-four (24) / NEO: twelve (12)] month period, Executive shall be fully responsible for direct payment of the premium amount for continued group health insurance coverage under COBRA without any further notice from the Company. In addition, the Company shall no longer be required to pay such monthly premium amount if during the applicable [CEO: twenty-four (24) / NEO: twelve (12)] month period Executive becomes eligible for paid health insurance through other employment, and Employee agrees to promptly provide the Company notice in the event of such coverage eligibility; and
(h)the Executive shall have the right to exercise vested options in accordance with Section 4.1(f).
4.4UPON CHANGE IN CONTROL AND TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. In the event the Executive has incurred a Separation from Service by reason of a termination of the Executive’s employment, within two (2) years after a Change in Control, by the Company without Cause or by the Executive for Good Reason, the Company will:
(a)pay the Executive the Accrued Base Salary;
(b)pay the Executive the Accrued Vacation Payment;
(c)subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses;
(d)pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law;
(e)pay the Executive any Accrued Incentive Bonus; plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the fiscal year of termination and the target amount of such Incentive Bonus previously established by the Compensation Committee for that fiscal year, payable in lump sum within sixty (60) days after Executive’s date of termination;
(f)pay the Executive severance of [CEO: two and one-half (2.5) / NEO: two (2.0)] times Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs plus the greater of (x) [CEO: two and one-half (2.5) / NEO: two (2.0)] times the targeted Incentive Bonus immediately prior to the time such termination occurs or (y) [CEO: two and one-half (2.5) / NEO: two (2.0)] times the average actual Incentive Bonus for the previous three (3) years, whichever is greater, in lump sum within sixty (60) days after Executive’s date of termination;
(g)should Executive timely elect continued group health insurance coverage in accordance with the provisions of COBRA, the Company shall pay the premium amount for such continued group health insurance coverage for Executive and Executive’s eligible dependents for the first [CEO: thirty (30) / NEO: twenty-four (24)] months of such coverage in accordance with the COBRA regulations. At the end of that [CEO: thirty (30) / NEO: twenty-four (24)] month period, Executive shall be fully responsible for direct payment of the premium amount for continued group health insurance coverage under COBRA without any further notice from the Company. In addition, the Company shall no longer be required to pay such monthly premium amount if during the applicable [CEO: thirty (30) / NEO: twenty-four (24)] month period Executive becomes eligible for paid health insurance through other employment, and Employee agrees to promptly provide the Company notice in the event of such coverage eligibility; and
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(h)the Executive shall have the right to exercise vested options in accordance with Section 4.1(f).
4.5RELEASE. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to subsection (f) or (g) of Sections 4.3 and 4.4, Executive shall have executed, on or prior to the Release Expiration Date, a customary general release in favor of the Company in substantially the form attached hereto as Exhibit A, and any waiting periods contained in such release shall have expired. To the extent that the Company requires execution of such release, the Company shall deliver such release to Executive within five (5) business days following the termination of Executive’s employment hereunder. In the event that (a) Executive fails to execute such release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to subsections (f) or (g) of Sections 4.3 and 4.4 and (b) the terms of such release are such that the permissible period for executing such release spans two tax years, then any payments or benefits pursuant to Sections 4.3 and 4.4 shall commence in the second of the two tax years.
4.6ACCRUED REIMBURSABLE EXPENSES. Without limiting the Company’s obligation under Sections 4.1(c), 4.2(c), 4.3(c) and 4.4(c) hereof, the reimbursement of any Accrued Reimbursable Expenses shall be made no later than December 31 of the year following the year in which the expense was incurred.
4.7SECTION 409A.
(a) Notwithstanding anything herein to the contrary, to the extent (i) any amount or benefit payable to the Executive pursuant to Sections 4.1, 4.2, 4.3 or 4.4 is treated as non-qualified deferred compensation subject to Section 409A of the Code, (ii) the Company’s securities are publicly traded on the date of the Executive’s termination of employment, (iii) the Executive is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iv) the Company determines that delayed commencement of any portion of the amounts payable to Executive pursuant to Sections 4.1, 4.2, 4.3 or 4.4 is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Executive’s payments and/or benefits described in Sections 4.2, 4.3 or 4.4, as the case may be, shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s date of termination, (B) the date of the Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive on the first day following such expiration, and any remaining payments due under Sections 4.1, 4.2, 4.3 or 4.4 shall be paid as otherwise provided herein.
(b) Notwithstanding anything in this Section 4.7 to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Sections 4.1, 4.2, 4.3 or 4.4, as the case may be, shall be made in reliance upon the Section 409A Safe Harbor Limit (as defined in Article VI) and/or the exception for short-term deferrals (as set forth in Treasury Regulation Section 1.409A-1(b)(4)).
ARTICLE V
ADDITIONAL AGREEMENTS
5.1OTHER AGREEMENTS. As further material consideration for the Company entering into this Agreement, the Executive will also execute the Company’s standard employee confidentiality agreement, inventions assignment agreement, employee handbook and any other agreements or policies required to be executed by all like level executives of the Company.
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5.2EXECUTIVE’S RESTRICTIVE COVENANTS UPON TERMINATION. If the Executive’s employment is terminated for any reason, Executive agrees:
(a)To keep all of the Company’s trade secrets confidential in perpetuity in accordance with the Company’s policy;
(b)To not use, directly or indirectly, any of the Company’s trade secrets for the benefit of any other person or entity, or to otherwise compete against the Company or any of its Affiliates or subsidiaries, directly or indirectly;
(c)To not hire or solicit for hire or consultation employees of the Company or any of its Affiliates or subsidiaries for a period of one (1) year after termination of employment; and
(d)To refrain from making, directly or indirectly, either orally or in writing, any critical, disparaging, denigrating, or untrue statements about the Company or any of its Affiliates or subsidiaries, and their respective agents, officers, directors, shareholders, members, managers, employees, attorneys, insurers, subsidiaries, predecessors, successors and assigns, or the Company’s products, services or business. However, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. This subsection shall not apply 1) if Executive is compelled to testify in a legal proceeding, including any legal proceeding between the parties to the Agreement, and 2) in connection with Executive filing a charge with, participating in a proceeding before or otherwise communicating with any federal, state or local governmental agency or commission.
ARTICLE VI
ARTICLE VI
MISCELLANEOUS
6.1DEFINITIONS. For purposes of this Agreement, the following terms will have the following meanings:
(a)“Accrued Base Salary” - as defined in Section 4.1(a) hereof.
(b)“Accrued Benefits” - as defined in Section 4.1(d) hereof.
(c)“Accrued Incentive Bonus” - as defined in Section 4.1(e) hereof.
(d)“Accrued Reimbursable Expenses” - as defined in Section 4.1(c) hereof.
(e)“Accrued Vacation Payment” - as defined in Section 4.1(b) hereof.
(f)“Affiliate” of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.
(g)“Incentive Bonus” as defined in Section 2.2 hereof.
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(h)“Base Salary” as defined in Section 2.1 hereof.
(i)“Cause” will mean a termination of employment as a result of any of the following: violation of the Company’s Insider Trading Policies; willfully or intentionally engaging in bad faith conduct which is materially injurious to the Company or its Affiliates, or any of their respective customer or supplier relationships, financially or otherwise; engaging in unlawful discrimination or harassment of employees or any third party while on the Company’s premises or engaged in Company business; material breach of this Agreement or Executive’s obligations hereunder; material breach of the Trade Secret and Confidentiality Agreement and Invention Agreement; conviction of a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude; the Executive’s willful and continued failure to perform the Executive’s material duties or the Executive’s unauthorized absence from work for more than three (3) days, other than by reason of disability, after written notice and a 30-day opportunity to cure.
(j)“Change in Control” will have the meaning set forth for “Corporate Transaction”, including, without limitation, all qualifications thereof, in the applicable stock incentive plan of the Company, as the same may be amended from time to time.
(k)“Compensation Committee” means the Compensation Committee of the Company’s Board of Directors.
(l)“Good Reason” will mean, without the consent of the Executive if within two (2) years after a Change in Control, there is a material reduction of the Executive’s total compensation, benefits, and perquisites (excluding a material reduction resulting from a decrease in value of the Company’s stock), the Company’s relocation is greater than fifty (50) miles from the location where the Executive performs services, or a material change in the Executive’s authority duties or responsibilities; provided, however, no such event shall constitute “Good Reason” hereunder unless the Executive shall have given written notice to the Company of Executive’s intent to resign for “Good Reason” within thirty (30) days after the Executive first becomes aware of the occurrence of any such event (specifying the nature and scope of the event), such event or occurrence shall not have been cured no later than thirty (30) days after the Company’s receipt of such notice and the Executive shall have resigned no later than ninety (90) days after the expiration of such thirty (30) day cure period.
(m)“Notice of Termination” will mean a notice which shall indicate the specific termination provision of this Agreement relied upon and shall generally set forth the basis for termination of the Executive’s employment under the provision so indicated.
(n)“Person” means any natural person, firm, partnership, association, corporation, company, limited liability company, limited partnership, trust, business trust, governmental authority, or other entity.
(o)“Release Expiration Date” shall mean the date which is twenty-one (21) days following the date upon which the Company delivers to Executive the release contemplated in Section 4.5 above, or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date which is forty-five (45) days following such delivery date.
(p)“Section 409A Safe Harbor Limit” will mean, as determined in accordance with Treasury Regulation §1.409A-1(b)(9)(iii), an amount equal to two (2) times the lesser of (i) Executive’s annual rate of compensation for the taxable year immediately preceding the
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taxable year in which Executive’s employment is terminated by the Company, or (ii) the dollar amount in effect under Section 401(a)(17) of the Code for the taxable year in which Executive’s employment is terminated.
(q)“Severance” will mean payments after termination of Executive’s employment.
(r)“Total Disability” will mean the Executive’s failure substantially to perform the Executive’s duties hereunder on a full-time basis for a period exceeding one hundred eighty (180) consecutive days or for periods aggregating more than one hundred eighty (180) days during any twelve (12) month period as a result of incapacity due to physical or mental illness. If there is a dispute as to whether the Executive is or was physically or mentally unable to perform the Executive’s duties under this Agreement, such dispute will be submitted for resolution to a licensed physician agreed upon by the Company and the Executive, or if an agreement cannot be promptly reached, the Company and the Executive will promptly each select a physician, and if these physicians cannot agree, the physicians will promptly select a third physician whose decision will be binding on all parties. If such a dispute arises, the Executive will submit to such examinations and will provide such information as such physician(s) may request, and the determination of the physician(s) as to the Executive’s physical or mental condition will be binding and conclusive. Notwithstanding the foregoing, if the Executive participates in any group disability plan provided by the Company, which offers long-term disability benefits, “Total Disability” will mean total disability as defined therein.
6.2KEY MAN INSURANCE. The Company will have the right, in its sole discretion, to purchase “key man” insurance on the life of the Executive. The Company shall be the owner and beneficiary of any such policy. If the Company elects to purchase such a policy, the Executive will take such physical examinations and supply such information as may be reasonably requested by the insurer.
6.3PARACHUTE PAYMENTS. If any payment or benefit due under this Agreement, together with all other payments and benefits (including, without limitation, the acceleration of vesting of stock options and restricted stock units) to which the Executive is entitled from the Company or its Affiliates, would (if paid or provided) constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code, or any successor provision), the amounts otherwise payable and benefits otherwise due under this Agreement will either (a) be delivered in full, or (b) be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the excise tax imposed under Section 4999 of the Code, results in the Executive’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the excise tax imposed under Section 4999 of the Code. In the event that the payments and/or benefits are to be reduced pursuant to this Section 6.3, such payments and benefits shall be reduced such that the reduction of compensation to be provided to Executive as a result of this Section 6.3 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro-rata basis but not below zero.
6.4SUCCESSORS; BINDING AGREEMENT. This Agreement will be binding upon any successor to the Company and will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, beneficiaries, designees, executors, administrators, heirs, distributees, devisees and legatees.
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6.5MODIFICATION; NO WAIVER. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement will be deemed to have been waived, nor will there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument by the party charged with such waiver or estoppel. No such written waiver will be deemed a continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and will not constitute a waiver of such term or condition for the future or as to any other term or condition.
6.6SEVERABILITY. The covenants and agreements contained herein are separate and severable and the invalidity or unenforceability of any one or more of such covenants or agreements, if not material to the employment arrangement that is the basis for this Agreement, will not affect the validity or enforceability of any other covenant or agreement contained herein.
6.7FORM OF NOTICE TO PARTIES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or (c) sent by next-day or overnight mail or delivery or (d) sent by telecopy or telegram, to the following address:
If to the Executive: __________________
__________________
__________________
__________________
__________________
If to the Company: Deckers Outdoor Corporation
250 Coromar Drive
Goleta, CA 93117
Attn: CEO
250 Coromar Drive
Goleta, CA 93117
Attn: CEO
or, in each case, at such other address as may be specified in writing to the other parties hereto.
All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the seventh business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, (z) if by telecopy or telegram, on the next day following the day on which such telecopy or telegram was sent, provided that a copy is also sent by certified or registered mail.
6.8ASSIGNMENT. This Agreement and any rights hereunder will not be assignable by either party without the prior written consent of the other party except as otherwise specifically provided for herein.
6.9ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding between the parties hereto and no agreement, representation, warranty or covenant has been made by either party except as expressly set forth herein, and supersedes any change of control and severance agreement entered into by Company and Executive.
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6.10EXECUTIVE’S REPRESENTATIONS. The Executive represents and warrants that neither the execution and delivery of this Agreement nor the performance of the Executive’s duties hereunder violates the provisions of any other agreement to which he is a party or by which he is bound.
6.11GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of California, without regard to the conflict of laws provisions thereof, with venue proper only in the County of Santa Barbara, California.
6.12ARBITRATION.
(a)Except as provided in Section 6.12(c) below, Executive and the Company (the “Parties”) agree that, unless otherwise required by law, any dispute or controversy between Parties as further defined in subsections (b) and (c) below shall be finally settled by binding arbitration, to be held in Santa Barbara, California under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”). Executive may obtain a copy of the Rules by accessing the AAA website at www.adr.org., or by requesting a copy from the Company’s General Counsel. By signing this Agreement, Executive acknowledges that s/he has had an opportunity to review the Rules before signing this Agreement. The arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator(s) shall be final, conclusive and binding on the parties to the arbitration, and judgment may be entered on the decision of the arbitrator(s) in any court having jurisdiction.
(b)The claims subject to arbitration under this section 6.12 include (i) claims arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination of this Agreement; (ii) claims for violations of confidentiality, privacy or trade secret restrictions; (iii) claims that could be asserted in court, including claims for wrongful termination; breach of any express or implied contract or covenant; breach of any duty owed to Executive; claims for personal, physical or emotional injury; claims arising out of, related to, or in connection with fraud, misrepresentation, defamation and any other tort claims; claims for wages or other compensation due, penalties, benefits, or reimbursement of expenses; claims arising out of, relating to, or in connection with discrimination, harassment or retaliation of any kind; claims arising out of, relating to, or in connection with retaliation; claims for violation of any federal, state or other governmental constitution, statute, ordinance or regulation (as enacted or as amended), including, but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the federal Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the California Fair Employment and Housing Act, the California Labor Code, the California Wage Orders and any other federal, state or other applicable governmental constitution, statute, ordinance or regulation (as originally enacted or amended) covering similar subjects.
(c)This agreement to arbitrate does not cover claims that cannot be arbitrated as a matter of law, which include (i) administrative claims properly presented to an administrative agency, such as the Equal Employment Opportunity Commission (EEOC) or federal Department of Labor (Wage and Hour Division), or any equivalent state administrative agency, except that if any such claim is dismissed from the administrative agency's jurisdiction, the parties must then submit to binding arbitration pursuant to this Agreement, and except that Executive may (but is not required to) choose arbitration to resolve Executive’s dispute rather than pursuing a claim with an administrative agency; (ii) claims for workers’ compensation benefits; (iii) claims for unemployment compensation benefits; (iv) claims based upon any Company employee benefit and/or welfare plan that contains an appeal procedure or other procedure for the resolution of disputes under the plan; and (v) claims based on the National Labor Relations Act.
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(d)The arbitrator shall decide any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to arbitrability of any claim under this section 6.12. The same statute of limitations, remedies and defenses that would apply to and be available on claims in court will apply and be available on the claims in arbitration. The arbitrator will have the authority to award any remedy or relief that would have been available to Executive or the Company had the matter been heard in court, including an award of attorneys’ fees and costs to the prevailing party to the extent such an award is authorized by applicable law.
(e)The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to rules of conflicts of law. The decision of the arbitrator shall be in writing and shall provide the reasons for the arbitrator's award unless the Parties otherwise agree in writing.
(f)This agreement to arbitrate subject to and shall be enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. Sections 1, et. seq.
(g)The Company shall pay all of the costs of arbitration, including the arbitrator’s fees, except Executive shall pay the fees that s/he would normally have to pay in order to bring a lawsuit in a court of law.
(h)Executive agrees that in any arbitration between Executive and the Company, Executive will assert only his/her own individual claims, and will not assert any claims on behalf of any other person or class of persons. Executive hereby waive any rights to bring a class action against the Company, or to participate as a class member in any class action brought by any third party against the Company.
(i)The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgement of the powers of the arbitrator. The arbitrator’s award will be enforceable in any court having proper jurisdiction.
(j)EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO HIS/HER RELATIONSHIP WITH THE COMPANY, INCLUDING BUT NOT LIMITED TO, CLAIMS OF HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Change in Control and Severance Agreement as of the day and year first above written.
COMPANY:
DECKERS OUTDOOR CORPORATION
By: _________________________________
EXECUTIVE:
_____________________________________
Signature
Signature
_____________________________________
[NAME]
[NAME]
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EXHIBIT A
GENERAL RELEASE
1. Employee’s employment with Deckers Outdoor Corporation, a Delaware corporation (the “Company”) ceased effective _______________.
2. Employee represents and agrees that Employee has received all compensation owed to Employee by the Company through Employee’s termination date, including all wages, bonuses, commissions, earned but unused vacation, reimbursable business expenses, and any other payments, benefits, or other compensation of any kind to which Employee was or is entitled from the Company. Employee acknowledges that this compensation will be paid to Employee regardless of whether Employee signs the Change in Control and Severance Agreement dated ____________ (the “Agreement”) and this General Release.
3. Employee represents to the Company that Employee is signing this General Release (this “General Release”) voluntarily and with a full understanding of and agreement with its terms for the purpose of receiving severance pay and benefits from the Company as described in the Agreement.
4. In reliance on the Employee’s promises, representations, and releases in this Agreement, upon the Company’s receipt of this executed General Release, and conditioned on Employee not revoking this executed General Release as provided in Section 7 below, the Company will provide Employee with the severance payments and benefits described in the Agreement, less legally required withholding and payroll deductions.
5. In exchange for the consideration provided to Employee as set forth above and in the Agreement, Employee irrevocably and unconditionally releases and discharges the Company and all affiliated and related entities, and their respective agents, officers, directors, shareholders, members, managers, employees, attorneys, insurers, subsidiaries, predecessors, successors and assigns (“Releasees”), from any and all claims, liabilities, obligations, promises, causes of actions, actions, suits, or demands, of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, arising from or relating to any omissions, acts or facts that have occurred up until and including the date of this Agreement, including but not limited to those arising from or related or attributable to Employee’s employment with the Company and his/her separation from such employment (“Claims”). Such Claims include, but are not limited to, claims based upon any violation of the Company’s policies and regulations or any written or oral contract or agreement between the Company and Employee; tort and common law claims including but not limited to claims for wrongful or retaliatory discharge, emotional distress, defamation, slander, libel or false imprisonment, claims for attorneys’ fees, back pay, front pay or reinstatement; claims for penalties of any kind or nature; claims based upon employment discrimination or harassment of any kind or nature, and claims based upon alleged violation of: the California Fair Employment and Housing Act (California Government Code section 12900, et seq.); the Unruh Civil Rights Act (California Civil Code section 51); the California Family Rights Act (California
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Government Code sections 12945.2 and 19702.3); the California Labor Code; the Equal Pay Act of 1963, as amended (29 U.S.C. section 206(d) et. seq.); the California Fair Pay Act (California Labor Code section 1197.5); Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. section 2000e et seq.); the Employee Retirement Income Security Act of 1974, as amended (29 U.S.C. section 1001 et seq.); the Family Medical Leave Act (29 U.S.C. section 2601 et seq.); the Fair Labor Standards Act of 1938, as amended (29 U.S.C. section 201, et seq.); the United States and California Constitutions; the Americans With Disabilities Act, as amended (42 U.S.C. section 12101, et seq.); 42 U.S. C. sections 1981 and 1983; State or Federal wage and hour laws; or any other State, Federal or local statutes or laws. Employee further acknowledges that such Claims also include claims based on the Age Discrimination in Employment Act, as amended (29 U.S.C. section 621, et seq.) and the Older Workers Benefit Protection Act (29 U.S.C. §626(f)), as amended. The provisions of this Agreement do not release claims that cannot be released as a matter of law.
6. The provisions of this Agreement do not preclude Employee from filing suit to challenge the Company’s compliance with the waiver requirements of the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act. Employee further acknowledges that nothing in the Agreement prohibits or prevents Employee from filing a charge with the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency"), or participating, testifying or assisting in any investigation, hearing or other proceeding before any Government Agency. However, Employee acknowledges that to the maximum extent permitted by law, he/she is not entitled to any monetary damages or other individual relief resulting from any charge, claim or complaint pertaining or otherwise relating to the released Claims that is filed with any Government Agency, except nothing in this Agreement prohibits or prevents Employee from receiving individual monetary awards or other individual relief by virtue of providing information to the U.S. Securities and Exchange Commission or filing a charge, claim or complaint protected under the whistleblower provisions of federal law or regulations or participating in a federal whistleblower programs including but not limited to any such programs managed by the U.S. Securities and Exchange Commission and/or the Occupational Safety and Health Administration.
7. It is further understood and agreed that as a condition of this Agreement, all rights under Section 1542 of the Civil Code of the State of California are expressly waived by Employee. Such Section reads as follows:
“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Notwithstanding Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Employee expressly acknowledges that this Agreement is intended to include and does include in its effect, without limitation, all claims which Employee does not know
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or suspect to exist in Employee’s favor against the Releasees at the time of execution hereof, and that this Agreement expressly contemplates the extinguishment of all such claims.
8. Employee acknowledges that she/he was provided a copy of this Agreement on ___________, 20__, and has been given until _______________, 20__ (the “Acceptance Deadline”) to review and consider this Agreement. To accept this Agreement, the Agreement, signed and dated by Employee, must be received in the office of General Counsel of the Company by no later than the Acceptance Deadline. Employee acknowledges that she/he may sign and return this Agreement prior to the Acceptance Deadline if he/she voluntarily wishes to do so. If the executed Agreement is not received by the Acceptance Deadline as provided in this section, then the Agreement will no longer be open for acceptance by Employee, and will be of no further force or effect without any further action by the Company.
9. [Employee further acknowledges that she/he has been advised that she/he has seven (7) days from the date this Agreement is signed by Employee to revoke this Agreement. To be effective, the revocation must be in writing and must be received by ______________ General Counsel of the Company on or before midnight on the seventh (7th) day after this Agreement is signed by Employee. The Company’s obligation to provide severance pay or other benefits under this Agreement does not become final and binding until the expiration of the seven (7) day revocation period and so long as this Agreement has not been revoked during such period.]
10. Employee further acknowledges that she/he had the right to, and was encouraged to, consult with legal counsel regarding this Agreement prior to signing it.
11. This Separation Agreement and General Release shall not be construed as an admission by the Company of any improper, wrongful, or unlawful actions, or any other wrongdoing against Employee, and the Company specifically disclaims any liability to or wrongful acts against Employee on the part of itself, its employees and its agent.
12. This Agreement may be modified only by written agreement signed by both parties.
Dated: EMPLOYEE:
COMPANY:
Dated: DECKERS OUTDOOR CORPORATION
3
4908-4469-9283v1/100550-1004
By:
Name:
Its:
4
4908-4469-9283v1/100550-1004
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stefano Caroti, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Deckers Outdoor Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2026
/s/ STEFANO CAROTI | ||
Stefano Caroti Chief Executive Officer, President, and Director Deckers Outdoor Corporation (Principal Executive Officer) | ||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven J. Fasching, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Deckers Outdoor Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2026
| /s/ STEVEN J. FASCHING | ||
Steven J. Fasching Chief Financial Officer Deckers Outdoor Corporation (Principal Financial and Accounting Officer) | ||
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Deckers Outdoor Corporation (the “Company”) for the quarter ended June 30, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
/s/ STEFANO CAROTI | ||||||||
Stefano Caroti | ||||||||
Chief Executive Officer, President, and Director | ||||||||
| Deckers Outdoor Corporation | ||||||||
| (Principal Executive Officer) | ||||||||
| /s/ STEVEN J. FASCHING | ||||||||
| Steven J. Fasching | ||||||||
| Chief Financial Officer | ||||||||
| Deckers Outdoor Corporation | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
| Date: | July 30, 2026 | |||||||
This certification is being furnished solely to accompany the Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission upon request.