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EXHIBIT 99
DECKERS OUTDOOR CORPORATION
1993 EMPLOYEE STOCK INCENTIVE PLAN
(AS AMENDED FEBRUARY, 1998)
Section 1. PURPOSE OF PLAN
The purpose of this 1993 Employee Stock Incentive Plan ("Plan") of
Deckers Outdoor Corporation, a Delaware corporation (the "Company"), is to
enable the Company to attract, retain and motivate its employees and independent
sales representatives by providing for or increasing the proprietary interests
of such employees and independent sales representatives in the Company, and to
enable the Company to attract, retain and motivate its nonemployee directors and
further align their interest with those of the shareholders of the Company by
providing for or increasing the proprietary interest of such directors in the
Company.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Each of the following persons (each, a "Participant") shall be eligible
to be considered for the grant of Awards (as hereinafter defined) hereunder: (1)
any employee of the Company or any of its subsidiaries, including any director
who is also such an employee, (2) any independent sales representative of the
Company or any of its subsidiaries, and (3) any consultants of the Company or
any of its subsidiaries. Any director of the Company who is not a Participant (a
"Nonemployee Director") shall automatically receive Nonemployee Director Options
(as hereinafter defined) pursuant to Section 4 hereof, but shall not otherwise
participate in this Plan.
Section 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with a
Participant that is not inconsistent with the provisions of this Plan and that,
by its terms, involves or might involve the issuance of (i) shares of common
stock, par value $.01, of the Company ("Common Shares") or (ii) a Derivative
Security (as such term is defined in Rule 16a-l promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such rule may be
amended from time to time) with an exercise or conversion privilege at a price
related to the Common Shares or with a value derived from the value of the
Common Shares. The entering into of any such arrangement is referred to herein
as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, phantom stock, dividend equivalents, performance units or performance
shares, and an Award may consist of one such security or benefit, or two or more
of them in tandem or in the alternative.
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(c) Awards may be issued, and Common Shares may be issued pursuant to an
Award, for any lawful consideration as determined by the Committee, including,
without limitation, services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including
any recipient who is a director or officer of the Company, to pay the
purchase price of the Common Shares or other property issuable pursuant
to such Award, or such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by any one or more of the
following:
(A) the delivery of cash;
(B) the delivery of other property deemed acceptable by
the Committee;
(C) the delivery of previously owned shares of capital
stock of the Company (including "pyramiding") or other property;
or
(D) a reduction in the amount of Common Shares or other
property otherwise issuable pursuant to such Award.
(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the
discretion of the Committee, upon the occurrence of specified events,
including, without limitation, a change of control of the Company (as
defined by the Committee), an acquisition of a specified percentage of
the voting power of the Company, the dissolution or liquidation of the
Company, a sale of substantially all of the property and assets of the
Company or an event of the type described in Section 8 hereof; or
(iii) such provisions as may be required in order for such Award
to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code (an "Incentive Stock Option"); provided, however,
that no Award issued to any independent sales representative,
consultant, or any Nonemployee Director may qualify as an Incentive
Stock Option.
Section 4. NONEMPLOYEE DIRECTOR OPTIONS
(a) On January 1, of each year, or on the first business day thereafter
(the "Date of Grant"), each Nonemployee Director shall receive a retainer in the
amount of $11,000 in cash, or, at the option of the Nonemployee Director, to be
exercised ten days prior to the Date of Grant, in Common Shares at a 20%
discount off the Fair Market Value (as hereinafter defined) on the Date of Grant
(the "Nonemployee Director Annual Shares"). If a person shall become a
Nonemployee Director on any day after a Date of Grant and prior to the next
annual Date of Grant, such person shall receive that portion of $11,000 in cash,
or in Nonemployee Director Annual Shares
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equal to (1) $11,000 or the equivalent number of Nonemployee Director Annual
Shares that is or would be granted to an Nonemployee Director on the last Date
of Grant, multiplied by, (2) a fraction, the numerator of which is equal to 365
minus the number of days since the last Date of Grant, and the denominator of
which is equal to 365.
(b) On the first day of each quarter, of each year, or on the first
business day thereafter (the "Date of Quarterly Grant"), each Nonemployee
Director shall receive a further retainer in the amount of 500 Common Shares for
a total of 2,000 Common Shares per year (the "Nonemployee Director Quarterly
Shares"). If a person shall become a Nonemployee Director on a day after the
Date of Quarterly Grant but prior to the next Date of Quarterly Grant, such
person shall receive that number of Nonemployee Director Quarterly Shares equal
to (1) 500 Nonemployee Director Quarterly Shares, multiplied by, (2) a fraction,
the numerator of which is equal to the number of days in the quarter minus the
number of days since the last Date of Quarterly Grant, and the denominator of
which is equal to the number of days in such quarter. On January 1, 1999, and
every three years thereafter, the Board of Directors of the Company shall set
the number of Nonemployee Director Annual Shares and Nonemployee Director
Quarterly Shares to be granted to Nonemployee Directors pursuant to Sections
4(a) and (b).
(c) On the first business day following the date of the annual meeting
of stockholders of the Company, or any adjournment thereof, at which directors
are elected, any person elected to serve as a Nonemployee Director who has not
previously served as a Nonemployee Director of the Company shall be
automatically granted an option (an "Initial Nonemployee Director Option") to
purchase 10,000 Common Shares. If a person who has not previously served as a
Nonemployee Director shall become a Nonemployee Director at any time after such
date and prior to the annual meeting of stockholders of the Company immediately
following such date, and if an Initial Nonemployee Director Option may be
granted under this Plan on the day such person becomes a Nonemployee Director,
such person shall automatically be granted an Initial Nonemployee Director
Option to purchase 10,000 Common Shares. The date on which an Initial
Nonemployee Director Option is thereby granted shall be the Date of Initial
Option Grant for such option.
(d) Beginning with the fourth annual meeting after a person is first
elected to serve as a Nonemployee Director, each year, on the first business day
following the date of the annual meeting of stockholders of the Company, or any
adjournment thereof, at which directors are elected (the "Date of Subsequent
Option Grant"), if such person is at such annual meeting re-elected to serve as
a Nonemployee Director, such person shall be automatically granted an option (a
"Subsequent Nonemployee Director Option," and, collectively with Initial
Nonemployee Director Options, a "Nonemployee Director Option") to purchase 2,000
Common Shares.
(e) If, on any date upon which Nonemployee Director Shares or
Nonemployee Director Options are to be automatically granted pursuant to this
Section 4, the number of Common Shares remaining available for options under
this Plan is insufficient for the grant to each Nonemployee Director of a
Nonemployee Director Option to purchase the entire number of Common Shares
specified in this Section 4, then a Nonemployee Director Option to purchase a
proportionate amount of such available number of Common Shares (rounded to the
nearest whole share) shall be granted to each Nonemployee Director on such date.
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(f) Each Initial Nonemployee Director Option granted under this Plan
shall become exercisable for the first time to purchase 33-1/3% of the Common
Shares subject thereto (rounded to the nearest whole share) on each of the
first, second and third anniversaries of the Date of Initial Option Grant of
such Initial Nonemployee Director Option, and each Subsequent Nonemployee
Director Option shall be immediately exercisable for the full amount of Common
Shares subject thereto; provided, however, that any Nonemployee Director Option
held by an optionee shall become fully exercisable on the date upon which such
optionee shall cease to be a Nonemployee Director as a result of death or total
disability.
(g) Each Nonemployee Director Option granted under this Plan shall
expire upon the first to occur of the following:
(i) The first anniversary of the date upon which the optionee
shall cease to be a Nonemployee Director for any reason other than death
or total disability; and
(ii) The fifth anniversary of the Date of Initial Option Grant or
the Date of Subsequent Option Grant, as applicable, of such Nonemployee
Director Option.
(h) Each Nonemployee Director Option shall have an exercise price equal
to the greater of (i) the aggregate Fair Market value on the Date of Grant of
such option of the Common Shares subject thereto or (ii) the aggregate par value
of such Common Shares on such date.
(i) Payment of the exercise price of any Nonemployee Director Option
granted under this Plan shall be made in full in cash concurrently with the
exercise of such Nonemployee Director Option; provided, however, that, in the
discretion of the Board of Directors of the Company (the "Board"), the payment
of such exercise price may instead be made:
(i) in whole or in part, with Common Shares delivered
concurrently with such exercise (such shares to be valued on the basis
of the Fair Market Value of such shares on the date of such exercise),
provided that the Company is not then prohibited from purchasing or
acquiring Common Shares; and/or
(ii) in whole or in part, by the delivery, concurrently with such
exercise and in accordance with Section 220.3(e) (4) of Regulation T
promulgated under the Exchange Act, of a properly executed exercise
notice for such Nonemployee Director Option and irrevocable instructions
to a broker promptly to deliver to the Company a specified dollar amount
of the proceeds of a sale of or a loan secured by the Common Shares
issuable upon exercise of such Nonemployee Director Option.
(j) For purposes of this Section 4, the "Fair Market Value" of a Common
Share or other security on any date (the "Determination Date") shall be equal to
the closing price per Common Share or unit of such other security on the
business day immediately preceding the Determination Date, as reported in The
Wall Street Journal, Western Edition, or, if no closing price was so reported
for such immediately preceding business day, the closing price for the next
preceding business day for which a closing price was so reported, or, if no
closing price was so reported for any of the 30 business days immediately
preceding the Determination Date, the average of the high bid and low asked
prices per Common Share or unit of such other security on the business day
immediately preceding the Determination Date in the over-the-counter market, as
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reported by the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or such other system then in use, or, if the Common
Shares or such other security were not quoted by any such organization on such
immediately preceding business day, the average of the closing bid and asked
prices on such day as furnished by a professional market maker making a market
in the Common Shares or such other security selected by the Board.
(k) All outstanding Nonemployee Director Options theretofore granted
under this Plan shall become fully exercisable upon the first to occur of the
following:
(i) the date of dissemination to the stockholders of the Company
of a proxy statement seeking stockholder approval of a reorganization,
merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to this Plan are
exchanged for or converted into cash, property and/or securities not
issued by the Company, unless such reorganization, merger or
consolidation shall have been affirmatively recommended to the
stockholders of the Company by the Board;
(ii) the first date upon which the directors of the Company who
were last nominated by the Board for election as directors shall cease
to constitute a majority of the authorized number of directors of the
Company; or
(iii) the date of dissemination to the stockholders of the
Company of a proxy statement disclosing a change of control (as defined
by the Company) of the Company.
(l) All outstanding Nonemployee Director Options theretofore granted
under this Plan shall terminate upon the first to occur of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company as
a result of which the outstanding securities of the class then subject
to such outstanding Nonemployee Director Options are exchanged for or
converted into cash, property and/or securities not issued by the
Company, which reorganization, merger or consolidation shall have been
affirmatively recommended to the stockholders of the Company by the
Board; or
(iii) the sale of substantially all of the property and assets of
the Company.
(m) Each Nonemployee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
(n) Nonemployee Director Options are not intended to qualify as
Incentive Stock Options.
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Section 5. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be issued pursuant to
all Incentive Stock Options granted under this Plan shall not exceed 1,800,000
subject to adjustment as provided in Section 8 hereof.
(b) At any time, the aggregate number of Common Shares issued and
issuable pursuant to all Awards (including all Incentive Stock Options) granted
under this Plan shall not exceed 2,000,000 subject to adjustment as provided in
Section 8 hereof.
(c) For purposes of Section 5(b) hereof, the aggregate number of Common
Shares issued and issuable pursuant to Awards granted under this Plan shall at
any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to such
time pursuant to Awards granted under this Plan, other than Common
Shares that were subsequently reacquired by the Company pursuant to the
terms and conditions of such Awards and with respect to which the holder
thereof received no benefits of ownership such as dividends; plus
(ii) the number of Common Shares that were otherwise issuable
prior to such time pursuant to Awards granted under this Plan, but that
were withheld by the Company as payment of the purchase price of the
Common Shares issued pursuant to such Awards or as payment of the
recipient's tax withholding obligation with respect to such issuance;
plus
(iii) the maximum number of Common Shares that are or may be
issuable at or after such time pursuant to Awards granted under this
Plan prior to such time.
(d) Subject to adjustment as provided in Section 8 hereof, the aggregate
number of Common Shares subject to Awards granted during any calendar year to
any one Employee (including the number of shares involved in Awards having a
value derived from the value of Common Shares) shall not exceed 1,000,000
shares.
Section 6. DURATION OF PLAN
No Awards shall be made under this Plan after August 10, 2003. Although
Common Shares may be issued after August 10, 2003 pursuant to Awards made prior
to such date, no Common Shares shall be issued under this Plan after August 10,
2013.
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Section 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee (the "Committee") of
the Board of Directors of the Company (the "Board") consisting of two or more
directors, each of whom: (i) is a "non-employee director" (as such term is
defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be
amended from time to time), and (ii) is an "outside director" within the meaning
of Section 162(m) of the Internal Revenue Code.
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) determine which persons are Participants and to which of
such Participants, if any, Awards shall be granted hereunder;
(iii) grant Awards to Participants and determine the terms and
conditions thereof, including the number of Common Shares issuable
pursuant thereto;
(iv) determine the terms and conditions of the Nonemployee
Director Options that are automatically granted hereunder, other than
the terms and conditions specified in section 4 hereof;
(v) determine whether, and the extent to which adjustments are
required pursuant to Section 8 hereof; and
(vi) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder.
Section 8. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan and (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options and other
Awards thereafter granted under this Plan.
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Section 9. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any
manner; provided, however, that no such amendment or termination shall deprive
the recipient of any Award theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto.
Section 10. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of August 10, 1993, the date upon which
it was approved by the Board; provided, however, that no Common Shares may be
issued under this Plan until it has been approved, directly or indirectly, by
the affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Delaware.