EXHIBIT 99.2
DECKERS OUTDOOR CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED MARCH, 2000)
The following constitutes the provisions of the Deckers Outdoor
Corporation 1995 Employee Stock Purchase Plan (the "Plan").
1. Purpose.
The purpose of the Plan is to maintain competitive equity compensation
programs and to provide employees of Deckers Outdoor Corporation (the "Company")
with an opportunity and incentive to acquire a propriety interest in the Company
through the purchase of the Company's Common Stock, thereby more closely
aligning the interests of the Company's employees and stockholders. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended
("Section 423"). Accordingly, the provisions of the Plan shall be construed to
extend and limit participation consistent with the requirements of Section 423.
2. Definitions.
Capitalized terms used in this Plan and not otherwise defined have the
meanings set forth below.
"Administrator" means the Committee, or the Board if the Board asserts
administrative authority over the Plan pursuant to Section 13.
"Board" means the Board of Directors of the Company.
"Business Day" means any day other than Saturday, Sunday or day on
which the Company's principal executive offices are closed.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a compensation committee made up of members of the
Board meeting the qualifications described in Section 13 and appointed by the
Board to administer the Plan.
"Common Stock" shall mean the Common Stock, par value $0.01 per share,
of the Company.
"Common Stock Account" means the account established with, and
maintained by, the Custodian, for the purpose of holding Common Stock (and
dividends thereon) purchased under the Plan.
"Compensation" means the gross base salary or hourly compensation and
the gross amount of any cash bonus paid to a Participant, without reduction for
contributions to the Company's 401(k) plan.
"Custodian" means the agent selected by the Company to hold the Common
Stock purchased under the Plan.
"Eligible Employee" means an Employee who has been an Employee for at
least six months.
"Employee" means any individual who is an employee of the Company for
purposes of tax withholding under the Code other than any employee of the
Company described in Section 423(b)(4)(A), (B), (C) or (D) of the Code. For
purposes of the Plan, the employment relationship shall be treated as continuing
while the individual is on sick leave or other leave of absence approved by the
Company, except that when the period of leave exceeds 90 days and the
individual's right to re-employment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.
"Enrollment Date" means the last Business Day of the first payroll
period of the Company ending in September and March of each Offering Period
during the duration of the Plan, commencing with the payroll periods the first
Business Days of which are the 5th of September 1995 and the 4th March 1996,
respectively.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Date" means the last Business Day of August (or in the first
week of September) or February (or in the first week of March), as the case may
be, of each Purchase Period that corresponds with the end of a payroll period of
the Company, commencing with the 1st of March 1996 for the Purchase Period
commencing with the 5th of September 1995, and the 30th of August 1996 for the
Purchase Period commencing with the 4th of March 1996.
"Fair Market Value" of the Common Stock on any date means the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on any established stock
exchange or a national market system, including, without limitation, the
Nasdaq National Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported), as
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quoted on such exchange or system (or the exchange or system with the
greatest volume of trading in the Common Stock) on the date of such
determination (or, if such date is not a Trading Day, then on the next
preceding Trading Day), as reported in the Wall Street Journal or such
other source as the administrator deems reliable; or
(2) If the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System (but not on the Nasdaq
National Market) or is regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the
mean between the high and low asked prices for the Common Stock on the date
of such determination (or, if such date is not a Trading Day, then on the
next preceding Trading Day), as reported in the Wall Street Journal or such
other source as the Administrator deems reliable; or
(3) In the absence of an established market for the Common Stock,
the Fair Market Value of the Common Stock shall be determined in good faith
by the Administrator.
"Offering Period" means each period of twenty-four (24) months, either
(i) commencing on the first Business Day of each September that corresponds to
the beginning of a payroll period of the Company in September (commencing with
September 5, 1995), and terminating on the last Business Day of August (or in
the first week of September) twenty-four (24) months later that corresponds with
the end of a payroll of the Company, or (ii) commencing on the first Business
Day of each March that corresponds to the beginning of a payroll period of the
Company in March (commencing with March 4, 1996), and terminating on the last
Business Day of February (or in the first week of March) twenty-four (24) months
later that corresponds with the end of a payroll period of the Company. The
Administrator shall have the power to change the duration of Offering Periods
without stockholder approval as set forth in Section 12 or if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period to be affected.
"Option" means the option granted to each Participant pursuant to
Section 4 upon enrollment in an Offering Period.
"Participant" means an Eligible Employee who has elected to participate
in the Plan pursuant to Section 3.
"Periodic Exercise Limit" has the meaning set forth in Section 4(a).
"Plan Account" means the account maintained by the Company for the
Participants in the Plan, to which are credited the payroll deductions made for
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such Participant pursuant to Section 5 and from which are debited amounts paid
for the purchase of shares upon exercise of such Participant's Option pursuant
to Section 6.
"Purchase Price" as of any Exercise Date means an amount equal to
eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on
the Exercise Date or on the Enrollment Date for the Offering Period in which
such Exercise Date occurs, whichever is lower.
"Purchase Period" means each six-month period within an Offering
Period, commencing on the first Business Day of each September that corresponds
to the beginning of a payroll period of the Company in September (commencing
with September 5, 1995), and March (commencing with March 4, 1995) that
corresponds to the beginning of a payroll period for the Company therein and
ending on the last Business Day of each August (or in the first week of
September) and February (or in the first week of March), respectively, therein.
"Reserves" means the number of shares of Common Stock covered by each
Option that have not yet been exercised and the number of shares of Common Stock
that have been authorized for issuance under the Plan, but not yet placed under
Option.
"Rule 16b-3" means Rule 16b-3 under the Exchange Act and any successor
provision.
"Subsidiary" has the meaning set forth under Section 424(f) of the
Code.
"Trading Day" means a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation System are open
for trading.
3. Offering Periods and Participation.
The Plan shall be implemented through a series of consecutive and
overlapping Offering Periods. An Eligible Employee may enroll in an Offering
Period by delivering a subscription agreement in the form of Exhibit A hereto to
the Company's payroll office at least five (5) Business Days prior to the
Enrollment Date for that Offering Period (or such lessor number of Business Days
as the Administrator in its sole discretion may permit). Eligible Employees
shall participate in only one Offering Period at a time, and a subscription
agreement in effect for a Plan Participant for a particular Offering Period
shall continue in effect for subsequent Offering Periods if the Participant
remains an Eligible Employee and has not withdrawn pursuant to Section 8.
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4. Options.
(a) Grants. On the Enrollment Date for each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
Option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to the lesser of: (1) Two Thousand (2,000) shares
or (2) that number of shares of Common Stock determined by dividing $12,500 by
the Fair Market Value of a share of Common Stock on the Enrollment Date (such
number of shares under clause (1) or (2) being the "Periodic Exercise Limit").
The Option shall expire immediately after the last Exercise Date of the Offering
Period.
(b) Grant Limitation. Any provisions of the Plan to the contrary
notwithstanding, no Participant shall be granted an Option under the Plan:
(i) if, immediately after the grant, such Participant would own
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any Subsidiary (applying the
constructive ownership rules of Section 424(d) of the Code and treating stock
that a Participant may acquire under outstanding options as stock owned by the
Participant); or
(ii) that permits such Participant's rights to purchase stock
under all employee stock purchase plans of the Company and its Subsidiaries to
accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the Fair Market Value of the shares at the time such Option
is granted) in any calendar year (computed utilizing the rules of Section
423(b)(8) of the Code).
(c) No Rights in Respect of Underlying Stock. The Participant will have
no interest or voting right in shares covered by an Option until such Option has
been exercised.
(d) Common Stock Account. As a condition of participation is this Plan,
each Participant shall be required to receive shares purchased under the Plan in
a Common Stock Account and such Participant's decision to participate in the
Plan shall constitute the appointment of the Custodian as custodial agent for
purpose of holding such shares. Such Common Stock Account will be governed by,
and subject to, the terms and condition of a written agreement with the
Custodian.
(e) Dividends on Shares. Subject to the limitations of Section 4(a)
hereof and Section 423(b)(8) of the Code, all cash dividends, if any, paid with
respect to shares of Common Stock purchased under the Plan and held in a
Participant's Common Stock Account shall be automatically invested in shares of
Common Stock purchased at 100 percent of Fair Market Value on the next Exercise
Date. All non-cash distributions on Common Stock purchased under the Plan and
held in a Participant's Common Stock Account shall be paid to the Participant as
soon as practical.
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(f) Withdrawal of Shares From Common Stock Account. Prior to the
Participant's termination of employment with the Company and its Subsidiaries, a
Participant may withdraw some or all of the whole shares held in Participant's
Common Stock Account provided that at least twelve (12) months have expired
following the Exercise Date on which such shares of Common Stock were purchased
under the Plan, and provided further that the Participant provides prior written
notice to the Company of such withdrawal if such withdrawal is prior to the
expiration of twenty-four (24) months following the Expiration Date on which
shares of Common Stock were purchased under the Plan.
5. Payroll Deductions.
(a) Participant Designations. The subscription agreement applicable to
an Offering Period shall designate payroll deductions to be made on each payday
during the Offering Period as a whole number percentage not exceeding twenty
percent (20%) of such Eligible Employee's Compensation for the pay period
preceding such payday, provided that the aggregate of such payroll deductions
during the Offering Period shall not exceed twenty percent (20%) of the
Participant's Compensation during said Offering Period.
(b) Plan Account Balances. The Company shall make payroll deductions as
specified in each Participant's subscription agreement on each payday during the
Offering Period and credit such payroll deductions to such Participant's Plan
Account. A Participant may not make any additional payments into such Plan
Account. No interest will accrue on any payroll deductions. All payroll
deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions.
(c) Participant Changes. A Participant may discontinue his or her
participation in the Plan as provided in Section 8, or may increase or decrease
(subject to such limits as the Administrator may impose) the rate of his or her
payroll deductions during any Purchase Period by filing with the Company a new
subscription agreement authorizing such a change in the payroll deduction rate.
The change in rate shall be effective with the first full payroll period
following five (5) Business Days after the Company's receipt of the new
subscription agreement, unless the Company elects to process a given change in
participation more quickly.
(d) Decreases. Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and Section 4(b) herein, a
Participant's payroll deductions shall be decreased to zero percent (0%) at such
time during any Purchase Period that is scheduled to end during a calendar year
(the "Current Purchase Price") when the aggregate of all payroll deductions
previously used to purchase stock under the Plan in a prior Purchase Period
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which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal to $21,250 (based on the 85%
discount). Payroll deductions shall recommence at the rate provided in such
Participant's subscription agreement at the beginning of the first Purchase
Period that is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 8.
(e) Tax Obligations. At the time of each exercise of a Participant's
Option, and at any time any Common Stock issued under the Plan to a Participant
is disposed of, the Participant must adequately provide for the Company's
federal, state, or other tax withholding obligations, if any, that arise upon
the exercise of the Option or the disposition of the Common Stock. At any time,
the Company may, but will not be obligated to, withhold from the Participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including, but not limited to, any withholding required to make
available to the Company any tax deductions or benefit attributable to sale or
early disposition of Common Stock by the Employee.
(f) Statements of Account. The Company shall maintain each
Participant's Plan Account and shall give each Plan Participant a statement of
account at least annually. Such statements will set forth the amounts of payroll
deductions, the Purchase Price applicable to Common Stock purchased, the number
of shares purchased, the remaining cash balance, and the dividends received, if
any, for the period covered.
6. Exercise of Options.
(a) Automatic Exercise on Exercise Dates. Unless a Participant
withdraws as provided in Section 8, his or her Option for the purchase of shares
will be exercised automatically on each Exercise Date within the Offering Period
in which such Participant is enrolled for the maximum whole number of shares of
Common Stock as can then be purchased at the applicable Purchase Price with the
payroll deductions accumulated in such Participant's Plan Account and not yet
applied to the purchase of shares under the Plan, subject to the Periodic
Exercise Limit. All such shares purchased under the Plan shall be credited to
the Participant's Common Stock Account. During a Participant's lifetime, a
Participant's Options to purchase shares under the Plan shall be exercisable
only by the Participant.
(b) Compliance with Law. Shares shall not be issued with respect to an
Option unless the exercise of such Option and the issuance and delivery of such
shares pursuant thereto comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. As a condition to the exercise of an Option, the
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Company may require the Participant for whom an Option is exercised to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law. Shares
issued upon purchase under the Plan may be subject to such transfer restrictions
and stop-transfer instructions as the Administrator deems appropriate.
(c) Excess Plan Account Balances. If, due to application of the
Periodic Exercise Limit or otherwise, there remains in a Participant's Plan
Account immediately following exercise of such Participant's Option on an
Exercise Date any cash accumulated during the Purchase Period immediately
preceding such Exercise Date and not applied to the purchase of shares under the
Plan, such cash shall promptly be returned to the Participant; provided,
however, that if the next Purchase Period is part of an Offering Period in which
the Participant has elected to participate in the Plan (including, without
limitation, by not withdrawing pursuant to Section 8), such cash shall be
contributed to the Participant's Plan Account for such next Purchase Period.
7. Automatic Transfer to Low Price Offering Period.
If the Fair Market Value of the Common Stock on any Exercise Date is
lower than the Fair Market Value of the Common Stock on the Enrollment Date for
an Offering Period in which such Exercise Date occurs, then all Participants in
such Offering Period shall be automatically withdrawn from such Offering Period
immediately after the exercise of their Options on such Exercise Date and
automatically re-enrolled in the immediately following Offering Period as of the
first day thereof.
8. Withdrawal: Termination of Employment.
(a) Voluntary Withdrawal. A Participant may withdraw from an Offering
Period by giving written notice to the Company's payroll office at least five
(5) Business Days prior to the next Exercise Date. Such withdrawal shall be
effective beginning five Business Days after receipt by the Company's payroll
office of notice thereof. On or promptly following the effective date of any
withdrawal, all (but not less than all) of the withdrawing Participant's payroll
deductions credited to his or her Plan Account and not yet applied to the
purchase of shares under the Plan will be paid to such Participant, and on the
effective date of such withdrawal such Participant's Option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of shares will be made during the Offering Period. If a Participant
withdraws from an Offering Period, payroll deductions will not resume at the
beginning of any succeeding Offering Period unless the Participant delivers to
the Company a new subscription agreement with respect thereto.
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(b) Termination of Employment. Promptly after a Participant's ceasing
to be an Employee for any reason all shares of Common Stock held in a
Participant's Common Stock Account and the payroll deductions credited to such
Participant's Plan Account and not yet applied to the purchase of shares under
the Plan will be returned to such Participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 10, and such
Participant's Option will be automatically terminated, provided that, if the
Company does not learn of such death more than five (5) Business Days prior to
an Exercise Date, payroll deductions credited to such Participant's Plan account
may be applied to the purchase of shares under the Plan on such Exercise Date.
9. Transferability.
Neither payroll deductions credited to a Participant's Plan Account nor
any rights with regard to the exercise of an Option or to receive shares under
the Plan may be assigned, transferred, pledged or otherwise disposed of by the
Participant in any way other than by will, the laws of descent and distribution
or as provided in Section 10 hereof and any Option granted to a Participant
shall, during such Participant's lifetime, be exercisable only by such
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Administrator may treat
such act as an election to withdraw from an Offering Period in accordance with
Section 8.
10. Designation of Beneficiary.
A Participant may file a written designation of a beneficiary who is to
receive any cash from the Participant's Plan Account in the event of such
Participant's death and any shares purchased for the Participant upon exercise
of his or her Option but not yet issued. If a Participant is married and the
designated beneficiary is not the spouse, a spousal consent shall be required
for such designation to be effective. A designation of beneficiary may be
changed by delivery by the Participant to the Company of a written request to
change such designated beneficiary. In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
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11. Stock.
(a) The maximum number of shares of the Company's Common Stock that
shall be made available for sale under the Plan shall be Three Hundred Thousand
(300,000) shares, subject to adjustment upon changes in capitalization of the
Company as provided in Section 12. If on a given Enrollment Date or Exercise
Date the number of shares with respect to which Options are to be granted or
exercised exceeds the number of shares then available under the Plan, the
Administrator shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable and permissible under Section 423 of the Code. Shares
of Common Stock subject to unexercised Options that expire, terminate or are
canceled will again become available for the grant of further Options under the
Plan.
(b) Shares of Common Stock purchased under the Plan shall not be
transferable by a Participant for a period of twelve (12) months immediately
following the Exercise Date on which such shares were purchased. In addition,
upon the expiration of such 12 month period, shares of Common Stock purchased
under the Plan shall not be transferable by a Participant for an additional 12
month period without prior written notice to the Company on a form prescribed by
the Committee.
12. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves as well as the Purchase Price,
Periodic Exercise Limit, the number of shares in Section 4(a)(1), and other
characteristics of the Options (other than the limits of Section 4(b)), shall be
appropriately and proportionately adjusted for any increase or decrease or
exchange in the issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, exchange or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration." Such adjustment
shall be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option. The Administrator may, if it so determines in the exercise
of its sole discretion, provide for adjusting the Reserves, as well as the
Purchase Price, Periodic Exercise Limit, and other characteristics of the
Options, in the event the Company effects one or more reorganizations,
recapitalizations, rights offering or other increases or reductions of shares of
its outstanding Common Stock.
(b) Dissolution or Liquidation. In the event of a proposed dissolution
or liquidation of the Company, all pending Offering Periods will terminate
immediately prior to the consummation of such proposed action, unless otherwise
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provided by the Administrator, and all Plan Account balances will be paid to
Participants as the Administrator deems appropriate and consistent with
applicable law.
(c) Merger or Asset Sale. In the event of the merger or other
combination (the "Merger Transaction") of the Company with or into another
entity, each Option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor entity or a parent or subsidiary of such
successor entity, unless the Administrator determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, to shorten the
Offering Periods then in progress by setting a new Exercise Date. In the event
of a proposed sale of all or substantially all of the assets of the Company (an
"Asset Transaction" and, along with a Merger Transaction, a "Transaction"),
unless the entity purchasing such assets shall expressly agree to assume in
writing on the consummation of such Asset Transaction the Company's obligations
under this Plan with respect to all outstanding unexercised Options for all
Offering Periods that have not expired on the date of such Asset Transaction,
all such Offering Periods shall be shortened to such date as shall be set by the
Administrator, but in no event shall such date be later than the date of such
Asset Transaction (the end of such Offering Period shall constitute the Exercise
Date for the Purchase Period in which such date falls, and such new Exercise
Date under this sentence or the immediately preceding sentence being referred to
herein as the "New Exercise Date"). If the Administrator shortens the Offering
Periods then in progress in lieu of assumption or substitution, the
Administrator shall notify each Participant in writing, at least ten (10) days
prior to the New Exercise Date, that the Exercise Date for such Participant's
Option has been changed to the New Exercise Date, and that such Participant's
Option will be exercised automatically on the New Exercise Date, unless prior to
such date the Participant has withdrawn from the Offering Period as provided in
Section 8 (provided that, in such case, the Participant's withdrawal shall be
effective if notice thereof is delivered to the Company's payroll office at
least two (2) Business Days prior to the New Exercise Date). For purposes of
this Section, an Option granted under the Plan shall be deemed to be assumed if,
following the Transaction the Option confers the rights to purchase at the
Purchase Price (provided that for such purposes the Fair Market Value of the
Common Stock on the New Exercise Date shall be the value per share of the
consideration paid in the Transaction), for each share of stock subject to the
Option immediately prior to the Transaction, the consideration (whether stock,
cash or other securities or property) received in the Transaction by holders of
Common Stock for each share of Common Stock held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration received
in the Transaction was not solely common equity of the successor entity or its
parent (as defined in Section 424(e) of the Code), the Administrator may, with
the consent of the successor entity and the Participant, provide for the
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consideration to be received upon exercise of the Option to be solely common
equity of the successor entity or its parent equal in fair market value to the
per share consideration received by holders of Common Stock in the Transaction.
13. Administration.
The Plan shall be administered by the Administrator, which shall have
the authority to construe, interpret and apply the terms of the Plan and any
agreements defining the rights and obligations of the Company and Participants
under the Plan, to prescribe, amend, and rescind rules and regulations relating
to the Plan, to determine the beginning and ending dates for Offering Periods
and Purchase Periods, to determine Enrollment Dates and Exercise Dates, to
determine eligibility and to adjudicate all disputed claims filed under the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. The Administrator may, in its discretion, delegate
ministerial responsibilities under the Plan to the Company. Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by law, be final and binding upon all parties. Any action of the
Committee shall be taken pursuant to a majority vote or by the unanimous written
consent of its members. The Committee shall consist of two or more members of
the Board, each of whom shall be disinterested within the meaning of Rule 16b-3,
provided, however, that the number of members of the Committee may be reduced or
increased from time to time by the Board to the number required or allowed by
Rule 16b-3. The Board may from time to time in its discretion exercise any
responsibilities or authority allocated to the Committee under the Plan. No
member of the Committee or any designee thereof will be liable for any action or
determination made in good faith with respect to the Plan or any transaction
arising under the Plan.
14. Amendment or Termination.
(a) Administrator's Discretion. The Administrator may, at any time and
for any reason, terminate or amend the Plan. Except as provided in Section 12,
no such termination can affect Options previously granted, provided that an
Offering Period may be terminated by the Administrator on any Exercise Date if
the Administrator determines that such termination is in the best interests of
the Company and its stockholders. Except as provided herein, no amendment may
make any change in any Option theretofore granted that adversely affects the
rights of any Participant. To the extent necessary to comply with and qualify
under Rule 16b-3 or under Section 423 (or any successor rule or provision or any
other applicable law or regulation), the Administrator shall obtain stockholder
approval of amendments to the Plan in such a manner and to such a degree as
required.
(b) Administrative Modifications. Without stockholder consent (except
as specifically required by applicable law or regulation) and without regard to
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whether any Participant rights may be considered to have been "adversely
affected," the Administrator shall be entitled to amend the Plan to the extent
necessary to comply with and qualify under Rule 16b-3 and Section 423, change
the Purchase Periods and/or Offering Periods, limit the frequency and/or number
of changes in payroll deductions during Purchase Periods and/or Offering
Periods, establish the exchange ratio applicable to amounts withheld in a
currency other then U.S. dollars, permit payroll withholding in excess of the
amount designated by a Participant to adjust for delays or mistakes in the
Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each Participant properly correspond with amounts withheld from the
Participant's Compensation, and establish such other limitations or procedures
as the Administrator determines in its sole discretion to be advisable and which
are consistent with the Plan.
15. Term of Plan.
The Plan shall become effective upon the first Enrollment Date after
its approval by the Board of Directors of the Company and shall continue in
effect for a term of ten years unless sooner terminated pursuant to Section 14.
16. Miscellaneous.
(a) Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
(b) Subsidiaries. The Administrator may from time to time in its
discretion permit persons who are regular full-time employees of any Subsidiary
to participate in the Plan on the same terms as Eligible Employees under the
Plan.
(c) Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve months before or after the date the
Board adopts the Plan. If such stockholder approval is not obtained, the Plan
and all rights to the Common Stock purchased under the Plan shall be null and
void and shall have no effect.
(d) Additional Restrictions of Rule 16b-3. The terms and conditions of
Options granted under the Plan to, and the purchase of shares by, persons
subject to Section 16 of the Exchange Act shall comply with the applicable
provisions of Rule 16b-3. This Plan shall be deemed to contain, and such Options
shall contain, and the shares issued upon exercise thereof shall be subject to,
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such additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
(e) No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of an employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.
(f) Applicable Law. The laws of the State of California shall govern
all matters relating to the Plan, except to the extent (if any) superseded by
the laws of the United States.
(g) Headings. Headings used herein are for convenience or reference
only and do not affect the meanings or interpretation of the Plan.
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Exhibit A
---------
DECKERS OUTDOOR CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
______ Original Application Enrollment Date: ______
______ Change in Payroll Deduction Rate
______ Change of Beneficiary(ies)
1. The undersigned hereby elects to participate in the Deckers Outdoor
Corporation 1995 Employee Stock Purchase Plan (the "Plan") and
subscribes to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount
of ___% (not to exceed 10%) of my Compensation (as defined in the Plan)
on each payday during the Offering Period in accordance with the Plan.
(Please note that no fractional percentages are permitted).
3. I understand that, subject to certain limitations, said payroll
deductions shall be accumulated for the purchase of shares of Common
Stock at the applicable Purchase Price determined in accordance with the
Plan. I understand that, subject to certain limitations, if I do not
withdraw from an Offering Period, any accumulated payroll deductions
will be used to automatically exercise my Option on each Exercise Date
within the Offering Period. I also understand that if I do not withdraw
from the Plan I will continue to be enrolled in subsequent Offering
Periods.
4. I hereby appoint the Custodian to act as Custodian with respect to my
Common Stock Account. I understand that all shares of Common Stock
purchased under the Plan shall be held for me in a Common Stock Account,
administered and maintained by the Custodian. I understand the cash
dividends, if any, on shares of Common Stock, purchased at 100% of the
Fair Market Value on the next Exercise Date, and such shares shall also
be held for me in my Common Stock Account.
5. I have received a copy of the complete Plan. I understand that my
participation in the Plan is in all respects subject to the terms of the
Plan, that capitalized terms used herein have the same meanings as
ascribed thereto in the Plan, and that in case of any inconsistency
between this Subscription Agreement and the Plan, the Plan shall govern.
I understand that the grant of the Option by the Company under this
Subscription Agreement is subject to stockholder approval of the Plan,
and that if such approval is not obtained, all purchases of Common Stock
on my behalf will be null and void.
6. Shares purchased for me under the Plan should be issued in the name(s)
of (employee and/or spouse only): _____________________________________
_________________________________________________________.
7. I understand that the shares of Common Stock purchased under the Plan
shall not be transferable for a period of 12 months immediately
following the Exercise Date on which such shares were purchased and that
upon the expiration of such 12 month period, the shares of Common Stock
purchased under the Plan shall not be transferable for an additional 12
month period without prior written notice to the Company on a form
prescribed by the Committee.
8. I understand that if I dispose of any shares received by me pursuant to
the Plan within two years after the Enrollment Date (the first day of
the Offering Period during which I purchased such shares) or within one
year after the Exercise Date (the date I purchased such shares), I will
be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were
delivered to the Custodian for holding in my Common Stock Account over
the price that I paid for the shares. I HEREBY AGREE TO NOTIFY THE
COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF
MY SHARES, AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR
OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE
DISPOSITION OF THE COMMON STOCK. The Company may, but will not be
obligated to, withhold from my Compensation or other amounts payable to
me the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any
tax deductions or benefits attributable to sale or early disposition of
Common Stock by me. If I dispose of such shares at any time after the
expiration of the one-year and two-year holding periods described above,
I understand that I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that
such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (a) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which
I paid for the shares, or (b) 15% of the fair market value of the shares
on the first day of the Offering Period in which those shares were
purchased. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain. I understand that this tax
summary is only a summary for general information purposes and is
subject to change and I agree to consult with my own tax advisors for
definitive advice regarding the tax consequences to me of participation
in the Plan and sale of shares purchased thereunder.
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9. I agree to be bound by the terms of the Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate
in the Plan.
10. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Plan:
NAME: (Please print) ___________________________________________________
(First) (Middle) (Last)
___________________________ _____________________________
Relationship
_____________________________
(Address)
NAME: (Please print) ___________________________________________________
(First) (Middle) (Last)
___________________________ _____________________________
Relationship
_____________________________
(Address)
Employee's Social Security Number: ____________________________________
Employee's Address: ____________________________________
____________________________________
____________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ________________ __________________________________
Signature of Employee
__________________________________
Spouse's Signature (If beneficiary
other than spouse)
A-3