SKECHERS USA INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

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                                                                    EXHIBIT 10.1

                              SKECHERS U.S.A., INC.

                              AMENDED AND RESTATED

                        1998 EMPLOYEE STOCK PURCHASE PLAN

The 1998 Employee Stock Purchase Plan of Skechers U.S.A., Inc., a Delaware
corporation, is amended and restated in its entirety to incorporate Amendment
No. 1 and to make the revisions as set forth herein as of June ___, 2000:

1.      Purpose. The purpose of the Plan is to provide employees of the Company
        and its Designated Subsidiaries with an opportunity to purchase Class A
        Common Stock of the Company through accumulated payroll deductions. 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. The provisions of the Plan, accordingly, shall be
        construed so as to extend and limit participation in a manner consistent
        with the requirements of that section of the Code.

2.      Definitions.

        (a) "Board" shall mean the Board of Directors of the Company.

        (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (c) "Class A Common Stock" shall mean the Class A Common Stock of the
        Company.

        (d) "Company" shall mean Skechers U.S.A., Inc., a Delaware corporation,
        and any Designated Subsidiary of the Company.

        (e) "Compensation" shall mean all base straight time gross earnings
        including commissions, payments for overtime, incentive payments and
        performance bonuses.

        (f) "Designated Subsidiary" shall mean any Subsidiary which has been
        designated by the Board from time to time in its sole discretion as
        eligible to participate in the Plan.

        (g) "Employee" shall mean any individual who is an Employee of the
        Company for tax purposes whose customary employment with the Company is
        at least twenty (20) hours per week and more than five (5) months in any
        calendar year. For purposes of the Plan, the employment relationship
        shall be treated as continuing intact while the individual is on sick
        leave or other leave of absence approved by the Company. Where the
        period of leave exceeds 90 days and the individual's right to
        reemployment is not guaranteed either by statute or by contract, the
        employment relationship shall be deemed to have terminated on the 91st
        day of such leave.

        (h) "Enrollment Date" shall mean the first Trading Day of each Offering
        Period.



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        (i) "Exercise Date" shall mean the last Trading Day of each Purchase
        Period.

        (j) "Fair Market Value" shall mean, as of any date, the value of Class A
        Common Stock determined as follows:

                (1) If the Class A Common Stock is listed on any established
                stock exchange or a national market system, including without
                limitation the Nasdaq National Market or The Nasdaq SmallCap
                Market of The Nasdaq Stock Market, its Fair Market Value shall
                be the closing sales price for such stock (or the closing bid,
                if no sales were reported) as quoted on such exchange or system
                for the last market trading day on the date of such
                determination, as reported in The Wall Street Journal or such
                other source as the Board deems reliable, or;

                (2) If the Class A Common Stock is regularly quoted by a
                recognized securities dealer but selling prices are not
                reported, its Fair Market Value shall be the mean of the closing
                bid and asked prices for the Class A Common Stock on the date of
                such determination, as reported in The Wall Street Journal or
                such other source as the Board deems reliable, or;

                (3) In the absence of an established market for the Class A
                Common Stock, the Fair Market Value thereof shall be determined
                in good faith by the Board.

        (k) "Offering Periods" shall mean the periods of approximately six (6)
        months during which an option granted pursuant to the Plan may be
        exercised, commencing on the first Trading Day on or after January 1 and
        July 1 of each year and terminating on the last Trading Day in the
        periods ending six months later, except as provided in Section 4 of this
        Plan. The first Offering Period under the Plan shall commence with the
        first Trading Day on or after July 1, 1999. The duration and timing of
        Offering Periods may be changed pursuant to Section 4 of this Plan.

        (l) "Plan" shall mean this Employee Stock Purchase Plan.

        (m) "Purchase Period" shall mean the approximately six month period
        commencing after one Exercise Date and ending with the next Exercise
        Date, except that the first Purchase Period of any Offering Period shall
        commence on the Enrollment Date and end with the next Exercise Date. The
        first Purchase Period under the Plan shall commence with the first
        Trading Day on or after July 1, 1999. Beginning on July 1, 2000, each
        Purchase Period will be for the same six (6) month interval as the
        corresponding Offering Period as provided in Section 4 of this Plan.

        (n) "Purchase Price" shall mean an amount equal to 85% of the Fair
        Market Value of a share of Class A Common Stock on the Enrollment Date
        or on the Exercise Date, whichever is lower; provided, however, that the
        Purchase Price may be adjusted by the Board pursuant to Section 20.

        (o) "Reserves" shall mean the number of shares of Class A Common Stock
        covered by each option under the Plan which have not yet been exercised
        and the number of shares of Class A Common Stock which have been
        authorized for issuance under the



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        Plan but not yet placed under option.

        (p) "Subsidiary" shall mean a corporation, domestic or foreign, of which
        not less than 50% of the voting shares are held by the Company or a
        Subsidiary, whether or not such corporation now exists or is hereafter
        organized or acquired by the Company or a Subsidiary.

        (q) "Trading Day" shall mean a day on which national stock exchanges and
        the Nasdaq System are open for trading.

3.      Eligibility.

        (a) Any Employee who shall be employed by the Company on a given
        Enrollment Date shall be eligible to participate in the Plan.

        (b) Any provisions of the Plan to the contrary notwithstanding, no
        Employee shall be granted an option under the Plan (i) to the extent
        that, immediately after the grant, such Employee (or any other person
        whose stock would be attributed to such Employee pursuant to Section
        424(d) of the Code) would own capital stock of the Company and/or hold
        outstanding options to purchase such stock possessing five percent (5%)
        or more of the total combined voting power or value of all classes of
        the capital stock of the Company or of any Subsidiary, or (ii) to the
        extent that his or her rights to purchase stock under all employee stock
        purchase plans of the Company and its subsidiaries accrues at a rate
        which 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) for each calendar year in which such option is
        outstanding at any time.

4.      Offering Periods.

        (a) The first Offering Period under the Plan shall commence on July 1,
        1999, and the Plan shall continue to be implemented with consecutive,
        non-overlapping Offering Periods commencing on the first Trading Day on
        or after January 1 and July 1 of each year thereafter, or on such other
        date as the Board shall determine, and continuing thereafter until
        terminated in accordance with Section 20 hereof, except as provided as
        follows:

                (1) Employees enrolled in the Plan as of January 1, 2000
                pursuant to the Offering Period that was intended for the twelve
                (12) month period ended on December 31, 2000, prior to this
                amendment and restatement of the Plan, will continue to qualify
                for an Enrollment Date of January 1, 2000 with an Exercise Date
                of December 31, 2000, with the Purchase Price determined in
                accordance with Section 2(n) of this Plan. Employees enrolled in
                this Offering Period may only decrease their payroll deductions
                as provided in Section 6(c) of this Plan, and the payroll
                deduction may not be increased.

                (2) Notwithstanding the foregoing, beginning on July 1, 2000,
                all additional Offering Periods will be for six (6) month
                periods, and Employees eligible to



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                enroll in the Plan at such time will only qualify for an
                Enrollment Date of July 1, 2000 with an Exercise Date of
                December 31, 2000, with the Purchase Price determined in
                accordance with Section 2(n) of this Plan. Employees enrolled in
                this Offering Period may only decrease their payroll deductions
                as provided in Section 6(c) of this Plan, and the payroll
                deduction may not be increased. Employees previously enrolled in
                the Offering Period beginning on January 1, 2000 will not be
                eligible to concurrently enroll in the Offering Period beginning
                on July 1, 2000.

                (3) Beginning on January 1, 2001, all Employees eligible to
                participate in the Plan, including Employees previously enrolled
                in the Plan pursuant to Sections 4(a)(1) and 4(a)(2) of this
                Agreement, will qualify for Offering Periods that are
                exclusively six (6) months in duration, with the first such
                Offering Period having an Enrollment Date of January 1, 2001 and
                an Exercise Date of June 30, 2001. Employees will only be able
                to decrease, and not increase, their payroll deductions as
                provided in Section 6(c) of this Plan.

        (b) The Board shall have the power to change the duration of Offering
        Periods (including the commencement dates thereof) with respect to
        future offerings without stockholder approval if such change is
        announced at least five (5) days prior to the scheduled beginning of the
        first Offering Period to be affected thereafter.

5.      Participation.

        (a) An eligible Employee may become a participant in the Plan by
        completing a subscription agreement authorizing payroll deductions in
        the form of Exhibit A to this Plan and filing it with the Company's
        payroll office not later than two (2) weeks prior to the applicable
        Enrollment Date. Eligible employees who begin employment with the
        Company within two weeks of an Enrollment Date may file a subscription
        agreement with the Company's payroll office up to one day prior to the
        applicable Enrollment Date. With respect to the first Enrollment Date,
        eligible Employees may file a subscription agreement up to one day prior
        to the Enrollment Date. An eligible Employee may participate in only one
        Offering Period at a time.

        (b) Payroll deductions for a participant shall commence on the first
        payroll following the Enrollment Date and shall end on the last payroll
        in the Offering Period to which such authorization is applicable, unless
        sooner terminated by the participant as provided in Section 10 hereof.

6.      Payroll Deductions.

        (a) At the time a participant files his or her subscription agreement,
        he or she shall elect to have payroll deductions made on each pay day
        during the Offering Period in an amount not exceeding 15% of the
        Compensation which he or she receives on each pay day during the
        Offering Period. The maximum calendar year contribution shall not exceed
        $25,000 worth of stock (determined at the fair market value of the
        shares at the time such option is granted).



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        (b) All payroll deductions made for a participant shall be credited to
        his or her account under the Plan and shall be withheld in whole
        percentages only. A participant may not make any additional payments
        into such account.

        (c) A participant may discontinue his or her participation in the Plan
        as provided in Section 10 hereof, or may decrease the rate of his or her
        payroll deductions during the Offering Period by completing or filing
        with the Company a new subscription agreement authorizing a change in
        payroll deduction rate. The Board may, in its discretion, limit the
        number of participation rate changes during any Offering Period. 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. A participant's subscription
        agreement shall remain in effect for successive Offering Periods unless
        terminated as provided in Section 10 hereof.

        (d) Notwithstanding the foregoing, to the extent necessary to comply
        with Section 423(b)(8) of the Code and Section 3(b) hereof, a
        participant's payroll deductions may be decreased to zero percent (0%)
        at any time during a Purchase Period. Payroll deductions shall
        recommence at the rate provided in such participant's subscription
        agreement at the beginning of the first Purchase Period which is
        scheduled to end in the following calendar year, unless terminated by
        the participant as provided in Section 10 hereof.

        (e) At the time the option is exercised, in whole or in part, or at the
        time some or all of the Company's Class A Common Stock issued under the
        Plan is disposed of, the participant must make adequate provision for
        the Company's federal, state, or other tax withholding obligations, if
        any, which arise upon the exercise of the option or the disposition of
        the Class A Common Stock. At any time, the Company may, but shall not be
        obligated to, withhold from the participant's compensation the amount
        necessary for the Company to meet applicable withholding obligations,
        including any withholding required to make available to the Company any
        tax deductions or benefits attributable to sale or early disposition of
        Class A Common Stock by the Employee.

7.      Grant of Option. On the Enrollment Date of 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 a number of shares of the
        Company's Class A Common Stock determined by dividing such Employee's
        payroll deductions accumulated prior to such Exercise Date and retained
        in the Participant's account as of the Exercise Date by the applicable
        Purchase Price; provided that in no event shall an Employee be permitted
        to purchase during each Offering Period more than a number of Shares
        determined by dividing $25,000 by the Fair Market Value of a share of
        the Company's Class A Common Stock (subject to any adjustment pursuant
        to Section 19) on the Enrollment Date, and provided further that such
        purchase shall be subject to the limitations set forth in Sections 3(b)
        and 12 hereof. The Board may, for future Offering Periods and in its
        absolute discretion, set a maximum number of shares of the Company's
        Class A Common Stock an Employee may purchase



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        during each Purchase Period of such Offering Period and increase or
        decrease such maximum. Exercise of the option shall occur as provided in
        Section 8 hereof, unless the participant has withdrawn pursuant to
        Section 10 hereof. The option shall expire on the last day of the
        Offering Period.

8.      Exercise of Option.

        (a) Unless a participant withdraws from the Plan as provided in Section
        10 hereof, his or her option for the purchase of shares shall be
        exercised automatically on the Exercise Date, and the maximum number of
        full shares subject to option shall be purchased for such participant at
        the applicable Purchase Price with the accumulated payroll deductions in
        his or her account. No fractional shares shall be purchased; any payroll
        deductions accumulated in a participant's account which are not
        sufficient to purchase a full share shall be retained in the
        participant's account for the subsequent Purchase Period or Offering
        Period, subject to earlier withdrawal by the participant as provided in
        Section 10 hereof. During a participant's lifetime, a participant's
        option to purchase shares hereunder is exercisable only by him or her.

        (b) If the Board determines that, on a given Exercise Date, the number
        of shares with respect to which options are to be exercised may exceed
        (i) the number of shares of Class A Common Stock that were available for
        sale under the Plan on the Enrollment Date of the applicable Offering
        Period, or (ii) the number of shares available for sale under the Plan
        on such Exercise Date, the Board may in its sole discretion (x) provide
        that the Company shall make a pro rata allocation of the shares of Class
        A Common Stock available for purchase on such Enrollment Date or
        Exercise Date, as applicable, in as uniform a manner as shall be
        practicable and as it shall determine in its sole discretion to be
        equitable among all participants exercising options to purchase Class A
        Common Stock on such Exercise Date, and continue all Offering Periods
        then in effect, or (y) provide that the Company shall make a pro rata
        allocation of the shares available for purchase on such Enrollment Date
        or Exercise Date, as applicable, in as uniform a manner as shall be
        practicable and as it shall determine in its sole discretion to be
        equitable among all participants exercising options to purchase Class A
        Common Stock on such Exercise Date, and terminate any or all Offering
        Periods then in effect pursuant to Section 20 hereof. The Company may
        make pro rata allocation of the shares available on the Enrollment Date
        of any applicable Offering Period pursuant to the preceding sentence,
        notwithstanding any authorization of additional shares for issuance
        under the Plan by the Company's stockholders subsequent to such
        Enrollment Date.

9.      Delivery. As promptly as practicable after each Exercise Date on which a
        purchase of shares occurs, the Company shall arrange the delivery,
        either electronically or manually, to each participant, as appropriate,
        or to a designated broker as chosen by the Company in its discretion, of
        a certificate representing the shares purchased upon exercise of his or
        her option.

10.     Withdrawal.

        (a) A participant may withdraw all but not less than all the payroll
        deductions



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        credited to his or her account and not yet used to exercise his or her
        option under the Plan at any time by giving written notice to the
        Company in the form of Exhibit B to this Plan. All of the participant's
        payroll deductions credited to his or her account shall be paid to such
        participant promptly after receipt of notice of withdrawal and such
        participant's option for the Offering Period shall be automatically
        terminated, and no further payroll deductions for the purchase of shares
        shall be made for such Offering Period. If a participant withdraws from
        an Offering Period, payroll deductions shall not resume at the beginning
        of the succeeding Offering Period unless the participant delivers to the
        Company a new subscription agreement.

        (b) A participant's withdrawal from an Offering Period shall not have
        any effect upon his or her eligibility to participate in any similar
        plan which may hereafter be adopted by the Company or in succeeding
        Offering Periods which commence after the termination of the Offering
        Period from which the participant withdraws.

11.     Termination of Employment.

        Upon a participant's ceasing to be an Employee, for any reason, he or
        she shall be deemed to have elected to withdraw from the Plan and the
        payroll deductions credited to such participant's account during the
        Offering Period, but not yet used to exercise the option, shall be
        returned to such participant or, in the case of his or her death, to the
        person or persons entitled thereto under Section 15 hereof, and such
        participant's option shall be automatically terminated. The preceding
        sentence notwithstanding, a participant who receives payment in lieu of
        notice of termination of employment shall be treated as continuing to be
        an Employee for the participant's customary number of hours per week of
        employment during the period in which the participant is subject to such
        payment in lieu of notice.

12.     Interest. No interest shall accrue on the payroll deductions of a
        participant in the Plan.

13.     Stock.

        (a) Subject to adjustment upon changes in capitalization of the Company
        as provided in Section 19 hereof, the maximum number of shares of the
        Company's Class A Common Stock which shall be made available for sale
        under the Plan shall be 2,781,415 shares (adjusted to account for the
        exchange of each of the 200 outstanding shares of common stock of
        Skechers U.S.A., Inc., a California corporation, available under the
        Plan for approximately 13,907 shares of Class A Common Stock upon giving
        effect to the reincorporation of the Company in Delaware, whereby the
        Company's predecessor entity was merged into the newly formed Company),
        plus an annual increase to be added on the first day of the Company's
        fiscal year beginning in 1999 equal to the lesser of (i) 2,781,415
        shares (post-adjustment as described above), (ii) one percent (1%) of
        the outstanding shares on such date, or (iii) a lesser amount as
        determined by the Board.

        (b) The participant shall have no interest or voting right in shares
        covered by his option until such option has been exercised.



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        (c) Shares to be delivered to a participant under the Plan shall be
        registered in the name of the participant or in the name of the
        participant and his or her spouse.

14.     Administration. The Plan shall be administered by the Board or a
        committee of members of the Board appointed by the Board. The Board or
        its committee shall have full and exclusive discretionary authority to
        construe, interpret and apply the terms of the Plan, to determine
        eligibility and to adjudicate all disputed claims filed under the Plan.
        Every finding, decision and determination made by the Board or its
        committee shall, to the full extent permitted by law, be final and
        binding upon all parties.

15.     Designation of Beneficiary.

        (a) A participant may file a written designation of a beneficiary who is
        to receive any shares and cash, if any, from the participant's account
        under the Plan in the event of such participant's death subsequent to an
        Exercise Date on which the option is exercised but prior to delivery to
        such participant of such shares and cash. In addition, a participant may
        file a written designation of a beneficiary who is to receive any cash
        from the participant's account under the Plan in the event of such
        participant's death prior to exercise of the option. If a participant is
        married and the designated beneficiary is not the spouse, spousal
        consent shall be required for such designation to be effective.

        (b) Such designation of beneficiary may be changed by the participant at
        any time by written notice. 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.

16.     Transferability. Neither payroll deductions credited to a participant's
        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 in any way (other than by will, the laws of
        descent and distribution or as provided in Section 15 hereof) by the
        participant. Any such attempt at assignment, transfer, pledge or other
        disposition shall be without effect, except that the Company may treat
        such act as an election to withdraw funds from an Offering Period in
        accordance with Section 10 hereof.

17.     Use of Funds. 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.

18.     Reports. Individual accounts shall be maintained for each participant in
        the Plan. Statements of account shall be given to participating
        Employees at least annually, which statements shall set forth the
        amounts of payroll deductions, the Purchase Price, the number of shares
        purchased and the remaining cash balance, if any.



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19.     Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
        Merger or Asset Sale.

        (a) Changes in Capitalization. Subject to any required action by the
        stockholders of the Company, the Reserves, the maximum number of shares
        each participant may purchase each Purchase Period (pursuant to Section
        7), as well as the price per share and the number of shares of Class A
        Common Stock covered by each option under the Plan which has not yet
        been exercised shall be proportionately adjusted for any increase or
        decrease in the number of issued shares of Class A Common Stock
        resulting from a stock split, reverse stock split, stock dividend,
        combination or reclassification of the Class A Common Stock, or any
        other increase or decrease in the number of shares of Class A Common
        Stock effected without receipt of consideration by the Company;
        provided, however, that conversion of any convertible securities of the
        Company shall not be deemed to have been "effected without receipt of
        consideration." Such adjustment shall be made by the Board, whose
        determination in that respect shall be final, binding and conclusive.
        Except as expressly provided herein, no issuance 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 Class A
        Common Stock subject to an option.

        (b) Dissolution or Liquidation. In the event of the proposed dissolution
        or liquidation of the Company, the Offering Period then in progress
        shall be shortened by setting a new Exercise Date (the "New Exercise
        Date"), and shall terminate immediately prior to the consummation of
        such proposed dissolution or liquidation, unless provided otherwise by
        the Board. The New Exercise Date shall be before the date of the
        Company's proposed dissolution or liquidation. The Board shall notify
        each participant in writing, at least ten (10) business days prior to
        the New Exercise Date, that the Exercise Date for the participant's
        option has been changed to the New Exercise Date and that the
        participant's option shall 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 10 hereof.

        (c) Merger or Asset Sale. In the event of a proposed sale of all or
        substantially all of the assets of the Company, or the merger of the
        Company with or into another corporation, each outstanding option shall
        be assumed or an equivalent option substituted by the successor
        corporation or a Parent or Subsidiary of the successor corporation. In
        the event that the successor corporation refuses to assume or substitute
        for the option, any Purchase Periods then in progress shall be shortened
        by setting a new Exercise Date (the "New Exercise Date") and any
        Offering Periods then in progress shall end on the New Exercise Date.
        The New Exercise Date shall be before the date of the Company's proposed
        sale or merger. The Board shall notify each participant in writing, at
        least ten (10) business days prior to the New Exercise Date, that the
        Exercise Date for the participant's option has been changed to the New
        Exercise Date and that the participant's option shall 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 10 hereof.



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20.     Amendment or Termination.

        (a) The Board of Directors of the Company may at any time and for any
        reason terminate or amend the Plan. Except as provided in Section 19
        hereof, no such termination can affect options previously granted,
        provided that an Offering Period may be terminated by the Board of
        Directors on any Exercise Date if the Board determines that the
        termination of the Offering Period or the Plan is in the best interests
        of the Company and its stockholders. Except as provided in Section 19
        and this Section 20 hereof, no amendment may make any change in any
        option theretofore granted which adversely affects the rights of any
        participant. To the extent necessary to comply with Section 423 of the
        Code (or any successor rule or provision or any other applicable law,
        regulation or stock exchange rule), the Company shall obtain stockholder
        approval in such a manner and to such a degree as required.

        (b) Without stockholder consent and without regard to whether any
        participant rights may be considered to have been "adversely affected,"
        the Board (or its committee) shall be entitled to change the Offering
        Periods, limit the frequency and/or number of changes in the amount
        withheld during an Offering Period, establish the exchange ratio
        applicable to amounts withheld in a currency other than U.S. dollars,
        permit payroll withholding in excess of the amount designated by a
        participant in order 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 Class A Common Stock for each participant properly correspond with
        amounts withheld from the participant's Compensation, and establish such
        other limitations or procedures as the Board (or its committee)
        determines in its sole discretion advisable which are consistent with
        the Plan.

        (c) In the event the Board determines that the ongoing operation of the
        Plan may result in unfavorable financial accounting consequences, the
        Board may, in its discretion and, to the extent necessary or desirable,
        modify or amend the Plan to reduce or eliminate such accounting
        consequence including, but not limited to:

                (1) altering the Purchase Price for any Offering Period
                including an Offering Period underway at the time of the change
                in Purchase Price;

                (2) shortening any Offering Period so that Offering Period ends
                on a new Exercise Date, including an Offering Period underway at
                the time of the Board action; and

                (3) allocating shares.

        Such modifications or amendments shall not require stockholder approval
        or the consent of any Plan participants.

21.     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



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<PAGE>   11

        Company for the receipt thereof.

22.     Conditions Upon Issuance of Shares. 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 shall comply with all
        applicable provisions of law, domestic or foreign, including, without
        limitation, the Securities Act of 1933, as amended, the Securities
        Exchange Act of 1934, as amended, 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 Company may require the
        person exercising such option 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.

23.     Term of Plan. The Plan shall become effective upon the earlier to occur
        of its adoption by the Board of Directors or its approval by the
        stockholders of the Company. It shall continue in effect until June 30,
        2008, unless sooner terminated under Section 20 hereof.



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<PAGE>   12

                                    EXHIBIT A

                              SKECHERS U.S.A., INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

[ ] Original Application                Offering Period Beginning:
[ ] Change in Payroll Deduction Rate                              --------------
[ ] Change of Beneficiary(ies)

NAME (Please print):
                    ------------------------------------------------------------
                       (First)               (Middle)                  (Last)

SOCIAL SECURITY NUMBER:         -              -
                       ------------------------------------

ADDRESS:                                                      PHONE:
        ------------------------------------------------------      ------------
                                                                 (W)
        ------------------------------------------------------      ------------
                                                                 (H)
        ------------------------------------------------------      ------------

1. _________ hereby elects to participate in the Skechers U.S.A., Inc. 1998
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes
to purchase shares of the Company's Class A Common Stock in accordance with this
Subscription Agreement and the Employee Stock Purchase Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount of __%
of my Compensation on each payday (from 1 to 15%) during the Offering Period in
accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Class A Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option.

4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.

5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only): _________.

6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the Offering
Period during which I purchased such shares) or 1 year after the Exercise Date,
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 purchased by me
over the price which 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 Class A Common
Stock. The Company may, but will not be obligated to, withhold from my



<PAGE>   13

compensation 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 Class A
Common Stock by me. If I dispose of such shares at any time after the expiration
of the 2-year and 1-year holding periods, 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 (1) 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 (2) 15% of the fair market value of the shares
on the first day of the Offering Period. The remainder of the gain, if any,
recognized on such disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.

8. 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 Employee
Stock Purchase Plan:


Primary Beneficiary (please print):
                                   ---------------------------------------------
                                   (First)           (Middle             (Last)
                                                     Initial)

Relationship:                 Percentage Distribution (if Applicable):
             ----------------                                         ----------

Beneficiary's Address:
                              --------------------------------------------------
(include City, State, Zip)
                              --------------------------------------------------


Contingent or Other Beneficiary (please print):
                                               ---------------------------------
                                              (First)       (Middle       (Last)
                                                             Initial)

Relationship:                 Percentage Distribution (if Applicable):
             ----------------                                         ----------

Beneficiary's Address:
                              --------------------------------------------------
(include City, State, Zip)
                              --------------------------------------------------



Signature of Spouse:
                    ---------------------------------------------
                    (Required if spouse is not named beneficiary)


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      --------------------                  ------------------------------------
                                            Signature of Employee


                                    EXHIBIT B


<PAGE>   14

                              SKECHERS U.S.A., INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Skechers U.S.A., Inc.
1998 Employee Stock Purchase Plan which began on ____________ , ____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

                                            Name:
                                                 -------------------------------
                                            Address:
                                                    ----------------------------
                                            Social Security #:
                                                              ------------------
                                            Signature:
                                                      --------------------------
                                            Date:
                                                 -------------------------------


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