DECKERS OUTDOOR CORP
EXHIBIT 10.21
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<TYPE>EX-10.21
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<FILENAME>v88494exv10w21.txt
<DESCRIPTION>EXHIBIT 10.21
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                                                                   EXHIBIT 10.21



                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of November 25, 2002, by and between DECKERS OUTDOOR CORPORATION, a Delaware
corporation (the "Company"), and MARK THATCHER (the "Executive").

                                    ARTICLE I
                                 DUTIES AND TERM

        1.1 Employment. In consideration of their mutual covenants and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
is hereby acknowledged, the Company agrees to hire the Executive, and the
Executive agrees to remain in the employ of the Company, upon the terms and
conditions herein provided.

        1.2 Position and Responsibilities. The Executive will serve as Chief
Technical Officer, reporting directly to the Chief Executive Officer. As Chief
Technical Officer, the Executive shall perform the following duties: brand
positioning and direction, core consumer relations, marketing and advertising
direction, product review, and founder associated activities.

        1.3 Term. The term of the Executive's employment under this Agreement
will commence on the date first written above and will continue, unless sooner
terminated, until November 24, 2007. Commencing on November 25, 2007, the
Executive's term of employment shall automatically be extended without further
action by the Company or the Executive on a month-to-month basis until such time
as thirty (30) calendar days' written notice of termination is given by the
Company or written notice is given by the Executive.

        1.4 Location. During the period of his employment under this Agreement,
the Executive shall not be required, except with his prior written consent, to
relocate his principal place of employment outside of Flagstaff, Arizona.
Required travel on the Company's business shall not be deemed a relocation so
long as the Executive is not required to provide his services hereunder outside
of Flagstaff, Arizona, for more than Ten Percent (10%) of his working days
during any consecutive six (6) month period.

                                   ARTICLE II
                                  COMPENSATION

        For all services rendered by the Executive in any capacity during his
employment under this Agreement, the Company will compensate the Executive as
follows:

        2.1 Base Salary. The Company will pay to the Executive an annual base
salary of not less than TWO HUNDRED SEVENTY SIX THOUSAND EIGHT HUNDRED SEVENTY
FIVE DOLLARS ($276,875), 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 Board or a committee thereof will annually review the Base Salary,
and shall, in its discretion, increase the

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Base Salary based on the Executive's performance, the Company's performance, and
increases in the cost of living.

        2.2 Incentive Bonus. The Executive shall be included in any Company
general incentive plan for a like-level executive in place during the
Executive's term of employment with the Company (the "Incentive Bonus").

        2.3 Additional 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 employees. Without affecting
the generality of the foregoing, and without limitation, the Company, at its
expense (including any travel expenses associated with Section 2.3 (c) below),
shall provide the Executive with the following:

               (a) A window office at the Company's headquarters, for a
        like-level executive, with all furnishings and office equipment made
        available to the Company's like-level executives;

               (b) A window office at the Company's location at 515 Beaver
        Street, Flagstaff, Arizona, with all furnishings and office equipment
        made available to the Company's like-level executives; and

               (c) The opportunity to attend (i) design and marketing meetings,
        (ii) product meetings in China and (iii) industry-related trade shows.

               The Company shall also provide to the Executive an annual
marketing budget of SIX THOUSAND DOLLARS ($6,000), which may be used by the
Executive for any Company footwear giveaways relating to brand building and
promotion, as may be deemed appropriate at the Executive's sole discretion (such
footwear to be priced at the Company's landed cost). Furthermore, for any period
after termination of this Employment Agreement, the Company shall grant to the
Executive the right to purchase an unlimited number of Company footwear at the
Company's wholesale price.

                                   ARTICLE III
                            TERMINATION OF EMPLOYMENT

        3.1 Death or Retirement of Executive. The Executive's employment under
this Agreement will automatically terminate upon the death or Retirement (as
defined in Section 6.1 hereof) of the Executive.

        3.2 By Executive. The Executive will be entitled to terminate his
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.



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        3.3 By Company. The Company will be entitled to terminate the
Executive's employment under this Agreement by giving Notice of Termination to
the Executive:

               (a) in the event of the Executive's Total Disability (as defined
        in Section 6.1 hereof);

               (b) for Cause (as defined in Section 6.1 hereof); and

               (c) at any time without Cause.

                                   ARTICLE IV
                   COMPENSATION UPON TERMINATION OF EMPLOYMENT

        If the Executive's employment hereunder is terminated in accordance with
the provisions of Article III hereof, except for any other rights or benefits
specifically provided for herein following his period of employment, the Company
will be obligated to provide compensation and benefits to the Executive only as
follows:

        4.1 Upon Termination for Death or Disability. If the Executive's
employment hereunder is terminated by reason of his death or Total Disability,
the Company will:

               (a) pay the Executive (or his estate) or beneficiaries any Base
        Salary that has accrued but not paid as of the termination date (the
        "Accrued Base Salary");

               (b) pay the Executive (or his estate) or beneficiaries for unused
        vacation days accrued as of the termination date in an amount equal to
        his 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) reimburse the Executive (or his estate) or beneficiaries for
        expenses incurred by him 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 his 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 his estate) or beneficiaries any
        Incentive Bonus with respect to a prior fiscal year that has accrued but
        has not been paid (the "Accrued Incentive Bonus"); and

               (f) the Executive (or his estate) or beneficiaries shall have the
        right to exercise all vested unexercised stock options and warrants
        outstanding at the termination date in accordance with terms of the
        plans and agreements pursuant to which such options or warrants were
        issued.



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        4.2 Upon 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 his 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;

               (b) pay the Executive the Accrued Vacation Payment;

               (c) 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

               (f) the Executive will have the right to exercise vested options
        and warrants in accordance with Section 4.1(f).

        4.3 Upon Termination by the Company Without Cause or by Executive for
Good Reason. During the first five (5) years hereof, if the Executive's
employment is terminated 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) 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;

               (f) pay the Executive commencing on the thirtieth (30th) day
        following the termination date twelve (12) monthly payments equal to
        one-twelfth (1/12th) of the sum of (A) the Executive's Annual Base
        Salary in effect immediately prior to the time such termination occurs
        multiplied by five (5), less (B) Base Salary payments made to the
        Executive during the first five (5) years following the date of this
        Agreement;

               (g) maintain in full force and effect, for the Executive's and
        his eligible beneficiaries' continued benefit, until the first to occur
        of (x) his attainment of alternative employment or (y) the fifth
        anniversary of this Agreement, the benefits provided pursuant to
        Company-sponsored benefit plans, programs, or other arrangements in
        which the Executive was entitled to participate as a full-time employee
        immediately prior to such termination in accordance with Section 2.3
        hereof, subject to the terms and conditions of such plans and programs
        (the "Continued Benefits"). If the Executive's continued participation
        is not permitted under the general terms and provisions of such plans,



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        programs, and arrangements, the Company will arrange to provide the
        Executive with Continued Benefits substantially similar to those which
        the Executive would have been entitled to receive under such plans,
        programs, and arrangements; and

               (h) the Executive shall have the right to exercise vested options
        and warrants in accordance with Section 4.1(f).

               (i) If termination occurs after five (5) years, the Executive
        will only be entitled to the payments specified in subparagraphs (a)
        through (e) and (h) above.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

        The Executive's employment shall be subject to the Executive executing
the Company's standard employee confidentiality agreement, inventions assignment
agreement, and any other agreements required to be executed by all like-level
executives of the Company.

                                   ARTICLE VI
                                  MISCELLANEOUS

        6.1 Definitions. For purposes of this Agreement, the following terms
will have the following meanings:

               "Accrued Base Salary" - as defined in Section 4.1(a) hereof.

               "Accrued Benefits" - as defined in Section 4.1(d) hereof.

               "Accrued Incentive Bonus" - as defined in Section 4.1(e) hereof.

               "Accrued Reimbursable Expenses" - as defined in Section 4.1(c)
        hereof.

               "Accrued Vacation Payment" - as defined in Section 4.1(b) hereof.

               "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.

               "Incentive Bonus" - as defined in Section 2.2 hereof.

               "Base Salary" - as defined in Section 2.1 hereof.

               "Board" - means the Company's Board of Directors.

               "Cause" will mean any willful breach of duty by the employee in
        the course of his employment, continued violation of written Company
        employment policies after written notice of such violation, conviction
        of a felony, engaging in illegal activities which



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        defame the Company, or in case of his habitual neglect of his duty or
        continued incapacity to perform it.

               "Continued Benefits" - as defined in Section 4.3(g) hereof.

               "Good Reason" will mean the occurrence of material breach of this
        Agreement by the Company, which breach is not cured within fifteen (15)
        calendar days after written notice thereof is received by the Company.

               "Notice of Termination" will mean a notice which shall indicate
        the specific termination provision of this Agreement relied upon and
        shall set forth in reasonable detail the facts and circumstances claimed
        to provide a basis for termination of Executive's employment under the
        provision so indicated.

               "Person" - means any natural person, firm, partnership,
        association, corporation, company, limited liability company, limited
        partnership, trust, business trust, governmental authority, or other
        entity.

               "Retirement" will mean normal retirement at age 65.

               "Total Disability" will mean the Executive's failure
        substantially to perform his 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 his 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 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.

        6.2 Key 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.

        6.3 Successors; 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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        6.4 Modification; 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.

        6.5 Severability. 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.

        6.6 Form 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 Executive:     Mark Thatcher
                                    1245 Cochran
                                    Flagstaff, AZ 86001

               If to Company:       Deckers Outdoor Corporation
                                    495-A South Fairview Avenue
                                    Goleta, CA 93117
                                    Attn: Douglas B. Otto
                                    Facsimile #805-967-7862

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.

        6.7 Assignment. 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.

        6.8 Entire 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.



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        6.9 Executive's Representations. The Executive represents and warrants
that neither the execution and delivery of this Agreement nor the performance of
his duties hereunder violates the provisions of any other agreement to which he
is a party or by which he is bound.

        6.10 Governing 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.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                             COMPANY:


                                             DECKERS OUTDOOR CORPORATION


                                             By: /s/ Douglas B. Otto
                                                --------------------------------
                                             Name: Douglas B. Otto
                                             Title: Chief Executive Officer


                                             EXECUTIVE:

                                             /s/ Mark Thatcher
                                             -----------------------------------
                                             Mark Thatcher



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