EXHIBIT 10.17
DECKERS OUTDOOR CORPORATION
495-A South Fairview Avenue
Goleta, CA 93117
August 20, 2002
PERSONAL AND CONFIDENTIAL
Mr. Peter C. Benjamin
Deckers Outdoor Corporation
495-A South Fairview Avenue
Goleta, CA 93117
Re: Deckers Outdoor Corporation ("Deckers")
Dear Peter:
On behalf of Deckers, I am pleased to offer you this employment agreement
(the "Employment Agreement"). The terms and conditions of this offer are
as follows:
1. POSITIONS AND TITLES:
- Title: Consultant to the CEO
- You will report to the Chief Executive Officer (the "CEO").
- You will be responsible for special projects and other areas as
directed by the CEO, generally not to exceed 5 hours a week, or 21
hours a month unless mutually agreed otherwise. We acknowledge that
you may continue to be involved in your own investments and
businesses, so long as they do not interfere with the performance of
your accepted duties.
2. COMPENSATION:
- For the year ending December 31, 2003, you will receive a salary of
FORTY SIX THOUSAND DOLLARS ($46,000) per annum, payable bi-weekly.
- You will be given your current laptop computer (Sony PCG-R505DCK) as
of the effective date of this Agreement, January 1, 2003.
- You will retain your current Deckers credit cards and have an annual
T&E budget amount of THREE THOUSAND DOLLARS ($3,000). Should your
charged amount exceed this sum you will be responsible for any
balance owed. Should your charged amount be less you will receive
the difference after reconciliation of you total expenses through
the end of 2003.
4. TERMINATION:
- Employment is at will. In the event that termination occurs for
reasons other than: (i) cause or (ii) your voluntary termination,
you will be paid the remaining balance of your annual salary as
severance.
- For purposes of this Employment Agreement, the term "cause" will be
defined as contemplated by Section 2924 of the California Labor Code
(a copy of which is in effect as of the date hereof and attached to
this Employment Agreement as Exhibit A, and made a part hereof by
this reference).
5. OTHER:
- You are to receive insurance, medical and health benefits currently
available pursuant to existing Deckers policies.
- You will be subject to the policies and terms outlined in Deckers'
human resources policy manual.
- You will be subject to Deckers' Confidentiality Agreements and Trade
Secret Agreements.
- As of December 31, 2002, the termination date of your current
Employment Agreement with Deckers, you will resign from your
positions as President, Chief Operating Officer, and an executive
officer of Deckers, and any of its subsidiaries, and return all
unvested option rights to Deckers. You will retain all rights in
options that are vested as of December 31, 2002 and be allowed to
sell your existing shares and the shares subject to those vested
options throughout 2003.
- You agree not to sell any shares of Deckers stock from September 1,
2002 through December 31, 2002 and no more than 30,000 shares per
quarter in 2003.
- You agree to execute any documents required to effect any terms
contained herein.
6. EFFECTIVE DATE:
- The effective date of this Employment Agreement is January 1, 2003
through December 31, 2003, unless terminated earlier under point 4
of this Agreement (the "Effective Date").
7. ARBITRATION:
- Any claim or controversy arising out of or related to this
Employment Agreement, the employment relationship or the subject
matter hereof, shall be settled by binding arbitration before one
arbitrator in Santa Barbara, California, in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association; and judgment upon any award rendered by the arbitrator
may be entered as a judgment in any court having competent
jurisdiction. The parties shall have rights to discovery as provided
in Section 1 283.05 of the California Code of Civil Procedure, which
is incorporated herein by this reference. The prevailing party in
any such dispute shall be awarded all of its costs and expenses,
including reasonable attorneys' fees.
Very truly yours,
DECKERS OUTDOOR CORPORATION
/s/ Douglas B. Otto
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DOUGLAS B. OTTO,
Chairman of the Board and
Chief Executive Officer
Please acknowledge your acceptance of the terms and conditions of this
Employment Agreement by signing and returning one copy of this Employment
Agreement.
I agree to the terms and conditions of this Employment Agreement.
/s/ Peter C. Benjamin September 26, 2002
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Peter C. Benjamin Date