EXHIBIT 99.1
DECKERS OUTDOOR CORPORATION
1993 EMPLOYEE STOCK INCENTIVE PLAN
(AS AMENDED FEBRUARY, 2001)
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.
(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.
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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 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
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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.
(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
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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
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
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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.
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
2,800,000 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
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under this Plan shall not exceed 3,000,000 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, 2006.
Although Common Shares may be issued after August 10, 2006 pursuant to Awards
made prior to such date, no Common Shares shall be issued under this Plan after
August 10, 2006.
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.
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(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.
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.
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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.
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