8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2005

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-22446	95-3015862
(Commission File Number)	(IRS Employer Identification No.)
495A South Fairview Avenue, Goleta, California	93117
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code	(805) 967-7611

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

     On August 24, 2005 Deckers Outdoor Corporation entered into an Offer of Employment Letter with Mr. Colin Clark, who will be appointed as Senior Vice President – International, effective September 1, 2005. The terms and conditions of his Offer of Employment Letter are described under Item 5.02 below.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers.

     On August 26, 2005 the Company announced that Mr. Colin Clark will be appointed as Senior Vice President — International, effective September 1, 2005. A copy of the press release announcing Mr. Colin Clark’s appointment, as Senior Vice President — International, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     Colin Clark joins Deckers from The Rockport Company, a subsidiary of Reebok International Ltd. [NYSE: RBK], most recently serving as Vice President & General Manager — International. From 1991 to 2001, Mr. Clark held various senior positions, including Vice President — Global Marketing, Vice President — International, Director & General Manager — United Kingdom, and Sales Manager — United Kingdom. Mr. Clark was not selected pursuant to any arrangement or understanding between Mr. Clark or any other person. There are no family relationships between Mr. Clark and the directors or executive officers of the Company.

     Mr. Clark’s Offer of Employment is “at will,” and is for a period beginning no later than September 1, 2005. Mr. Clark’s Offer of Employment provides for a base salary of $225,000 per annum. For fiscal year 2006, pending approval by the Company’s Board of Directors, Mr. Clark will be eligible to receive a minimum potential bonus of 100% of his base salary, subject to the achievement of targets for overall performance of the Company, as well as the achievement of certain management business objectives set by the Company’s Chief Executive Officer. For fiscal 2005, Mr. Clark is eligible to receive a potential grant of 5,000 restricted stock units, which will vest at 25% per quarter beginning on March 31, 2009 and the number of units vested will be dependent upon the Company reaching its budgeted fiscal 2006 earnings per share goal. Mr. Clark will be eligible to continue participating in the Company’s restricted stock units program. Mr. Clark will be eligible to receive a sign – on bonus of $35,000. Mr. Clark will also be entitled to relocation benefits and will be entitled to severance pay under certain circumstances. The description of Mr. Clark’s Offer of Employment set forth above is qualified in its entirety by reference to the actual terms of his Offer of Employment Letter, which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Offer of Employment of Colin Clark, dated August 24, 2005
99.1	Press release, dated August 26, 2005

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Deckers Outdoor Corporation
Date: August 30, 2005	/s/ M. Scott Ash
	M. Scott Ash, Chief Financial Officer

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EX-10.1

Exhibit 10.1

August 24, 2005

Colin Clark

Dear Colin:

We are pleased to offer you a full-time position as Senior Vice President, International, reporting to Angel Martinez, President & CEO. Your scheduled start date will be September 1, 2005.

You will receive compensation as follows:

• Base Salary: $225,000 ($8,653.84 bi-weekly) Exempt position

• Bonus information: For fiscal 2006, conditional upon acceptance by the Board of Directors, you will be eligible to receive a potential bonus of 100% of your base salary, subject to the achievement of targets for overall performance of the Company as well as the achievement of Management Business Objectives set by the CEO. Details of the bonus program for Fiscal 2006 will be provided to you upon approval of the 2006 business plan by the Board of Directors.

• Restricted Stock Units: For fiscal 2005, you will be eligible to receive a potential grant of 5,000 Restricted Stock Units. These RSU’s will vest 25% per quarter beginning on March 31, 2009 and the number of units vested will be dependent upon the Company reaching the budgeted fiscal 2006 Earnings Per Share goal. You will be eligible to participate in the Company’s RSU Program in the future at a level commensurate with other executives at your level. The Company’s Board of Directors will determine each year the number of RSU’s granted for those employees eligible to participate in this program.

• Sign-on Bonus: You will be eligible to receive a sign-on bonus of $35,000 after all applicable taxes have been withheld, payable to you within thirty days of your date of hire.

• Relocation benefits: The Company will pay for relocating your household goods and up to two automobiles, which will include moving costs of your personal belongings. You will need to submit three bids to the Company for the cost of such moving for the Company’s prior written approval. The Company will provide you with a temporary housing allowance of $6,000 payable to you after your date of hire. For house hunting purposes, the Company will pay for the actual and reasonable expenses for airfare, meals, lodging, and car rental, for the employee and immediate family members, at a location of the Company’s choosing for a period of up to (4) days and (3) nights. For the purpose of relocating to the Santa Barbara area, the Company will pay for one-way airfare for the employee and family. Please note that if you were to leave the Company within your first twelve months of employment, you will be required to reimburse the Company for all relocation expenses. Should the Company terminate the employment relationship without cause, you will not be required to reimburse the Company for relocation expenses.

• Monthly Housing Allowance: The Company does understand that there is a difference in the cost of housing from Massachusetts to the Santa Barbara area. The Company will provide you with a housing allowance of $2,000 per month gross for a period of two years, assuming continued employment by the Company. After this two-year period has expired, the Company will continue to provide you with this housing allowance while you are renting, assuming continued employment by the Company. This monthly housing allowance will cease to be provided when you have purchased a home to live in.

•	COBRA Reimbursement: The Company will reimburse you for your COBRA costs until you are eligible to participate in the Company’s benefits plan.
•	Benefits: You will be eligible for medical, dental and life insurance effective the first of the month, three months from your date of hire. The company pays approximately 80% of the employee’s premium and a portion of the premium for spouse and/or family coverage (this will be detailed in orientation). The employee’s and spouse/family portion is paid through the Section 125 Flexible Spending Plan, which lowers the actual cost of the plan up to 28-35% due to pre-tax deduction through payroll. Dental insurance is offered at little cost to employees and Deckers provides a life insurance policy which gives all full-time employees coverage of two times their annual salary. In addition, you will have the opportunity to enroll in the 125 plan that allows employees to pay for insurance premiums, any medical out-of-pocket costs and day care costs on a pre-taxed basis from your total compensation.
	You will also be eligible for Deckers’ 401(k) Retirement Plan. This plan will allow you to voluntarily invest pre-tax dollars (Federal and State Taxes) towards a retirement plan. You may join this plan the first of the month, three months from your date of hire. Deckers will pay for administrative charges and quarterly reports for each and every eligible employee. There is a Company contribution of 50% of the first 6% contributed by each employee on a bi-weekly basis, up to $1,200 per year. This match is vested at 100%.

As is the case with all employees of the Company, your employment with us will not be for any specified term and is “at-will”. Accordingly, while we have every hope that our employment relationship will be a mutually beneficial and rewarding one, you remain free to resign from your position at any time, with or without cause, and the Company similarly may end its employment relationship with you or modify the terms and conditions of employment at any time, with or without cause. Any change in this aspect of our relationship must be set forth in writing and be signed by the CEO of the Company.

Should the Company terminate your employment without cause or notice or should there be a change of control and termination by the Company without cause, the Company will provide you with a severance. Details of the severance can be found in Exhibit A attached to this offer letter.

You will be asked to sign our Proprietary Inventions Agreement, the Arbitration and Mediation Agreement, the Confidentiality Agreement, as well as the Employee Handbook Acknowledgement receipt found on the back page of the manual.

We are very excited about having you join our organization. I am sure you bring a wealth of knowledge, skills and positive attitude with you. I look forward to personally having you on our team here at Deckers Outdoor Corporation.

Please sign and date the bottom of this letter as acknowledgment of receipt and understanding and fax it back to me at (805) 967-0961. If you have any questions or if I can help you in any way, please feel free to contact me. I can be reached at (805) 967-7611, ext. 120 or via e-mail at natec@deckers.com.

Sincerely,

Nate Christensen
Director of Human Resources

Acknowledge receipt and understanding:

/s/ Colin Clark	8/24/05
	Date

Exhibit A: Executive Severance Information

1. Upon Termination by Company for Cause or by Executive Without Good Reason. If the
Company terminates the Executive’s employment for Cause, or if the Executive terminates the
Executive’s 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 Bonus;
f.	the Executive will have the right to exercise vested stock options or vested Restricted Stock Units (RSU’s).

2. Upon Termination by the Company Without Cause or by Executive for Good Reason. 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 Bonus;
f.	pay the Executive severance, commencing on the thirtieth (30th) day following the termination date, of six (6) monthly payments equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the six (6) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive executing a general release of claims; and
g.	maintain in full force and effect, for the Executive’s and the Executive’s eligible beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the three (3) month anniversary of termination of employment, 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, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the alternate, 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;
h.	the Executive will have the right to exercise vested stock options or vested Restricted Stock Units (RSU’s).

3. Upon Change of Control and Termination by the Company Without Cause or by Executive for Good Reason. If the Executive’s employment is terminated within one (1) year of a Change of Control 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 Bonus;
f.	pay the Executive severance of one and one-half (1.5) times Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs. The severance payment required under this subsection shall be conditioned upon the Executive executing a general release of claims; and

g.	maintain in full force and effect, for the Executive’s and the Executive’s eligible beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the eighteen (18) month anniversary of termination, 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, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the alternate, 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;
h.	any payments will be grossed up for Internal Revenue Code Section 280G excise tax penalty on “excess parachute payments;” and
i.	the Executive will have the right to exercise vested stock options or vested Restricted Stock Units (RSU’s).

4. Definitions:

Accrued Base Salary: any Base Salary that has accrued but was not paid as of the termination date.

Accrued Vacation Payment: unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 240.

Accrued Reimbursable Expenses: expenses incurred by Executive prior to the date of termination that are subject to reimbursement.

Accrued Benefits: accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law.

Accrued Bonus: bonus with respect to a prior fiscal year that has accrued but has not been paid.

Cause: will mean any willful breach of duty by the Executive in the course of the Executive’s employment, continued violation of written Company employment policies after written notice of such violation, violation of the Company’s Insider Trading Policies, conviction of a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude, engaging in activities which materially defame the Company, engaging in conduct which is material injurious to the Company or its Affiliates, or any of their respective customer or supplier relationships, financially or otherwise, or the Executive’s gross negligence or continued failure to perform Executive’s duties or his/her continued incapacity to perform such duties.

Change of Control: will mean if there is a merger, consolidation, sale of all or a major portion of the assets of the Company (or a successor organization) or similar transaction or circumstance where any person or group (other than Douglas B. Otto) acquires or obtains the right to acquire, in one or more transactions, beneficial ownership of more than Fifty Percent (50%) of the outstanding shares of any class of voting stock of the Company (or a successor organization).

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, or in the event of a Change of Control, a reduction of total compensation, benefits, and perquisites, relocation greater than 50 miles, or material change in position or duties.

EX-99.1

Exhibit 99.1

For:	DECKERS OUTDOOR CORPORATION
Company Contact:	Scott Ash Chief Financial Officer (805) 967-7611
Investor Relations:	Integrated Corporate Relations, Inc. Chad A. Jacobs/Brendon E. Frey (203) 682-8200

DECKERS OUTDOOR APPOINTS COLIN CLARK HEAD OF INTERNATIONAL
BUSINESS

GOLETA, Calif. (August 26, 2005) — Deckers Outdoor Corporation (NASDAQ: DECK) today announced the appointment of Colin Clark as Senior Vice President – International, effective September 1, 2005. In this role, Mr. Clark will be responsible for all aspects of Deckers international business, including sales, product, and marketing, as well as managing Deckers international distributors. Mr. Clark will report directly to the CEO of the Company.

Angel Martinez, President and Chief Executive Officer of Deckers Outdoor Corporation, stated, “We are very excited to announce this key appointment. Colin brings with him a wealth of international expertise that we believe will be an ideal fit with our organization and the global direction of our brands. We look forward to leveraging his experience and leadership capabilities in order to increase Deckers penetration overseas. Personally, I have known Colin for more than ten years from our work together at Rockport and I am confident he will be a great addition to our team.”

Colin Clark, 42, most recently spent thirteen years at The Rockport Company, a subsidiary of Reebok International Ltd. [NYSE: RBK], most recently serving as Vice President & General Manager - International. During his time in that role, sales and profits grew substantially and outpaced other divisions to become a highly successful and profitable division of The Rockport Company. From 1991 to 2001, Mr. Clark held various senior positions, including Vice President — Global Marketing, Vice President — International, Director & General Manager — United Kingdom, and Sales Manager — United Kingdom. During this time, his responsibilities included spearheading a major global modernization of the Rockport brand, for which the company was recognized as Footwear Marketer of the Year in 2001 by USA Footwear News. In addition, during his five years as Director & General Manager — United Kingdom, Rockport U.K. received the Presidents Award for International Distributor of the Year during four out of the five years.

Mr. Clark is a native of Scotland and has traveled extensively around the world. In regards to his new position, Colin stated, “I am thrilled at the prospect of taking on the role to help build each of the Deckers brands internationally. Teva, UGG and Simple are wonderful, authentic brands with individual personalities and exciting, quality products. I relish the opportunity to play my part in our worldwide growth and to work with a great group of people to make our three brands the best they can be internationally.”

Deckers Outdoor Corporation builds niche products into global lifestyle brands by designing and marketing innovative, functional and fashion-oriented footwear, developed for both high performance outdoor activities and everyday casual lifestyle use. The Company’s products are offered under the Teva, UGG and Simple brand names.

All statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements are inherently uncertain and are based on the Company’s expectations as of today, August 26, 2005. In addition, such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Many of the risks, uncertainties and other factors are discussed in detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Among these risks and uncertainties are the challenge of managing the Company’s brands for growth, the Company’s ability to anticipate fashion trends, product mix, the success of new products, conditions in the general economy and in the retail environment, the effect of consumer preferences, the Company’s dependence on international distributors to sell our products in international markets, the exposure of foreign currency and other risks related to conducting business outside the U.S., the risk that the Company’s international sales are subject to a variety of laws and political and economic risks that may adversely impact the Company’s sales and results of operations in certain regions, the risk that international trade regulations may impose unexpected duty costs or other non-tariff barriers to markets while the increasing number of free trade agreements has the potential to stimulate increased competition, increased security procedures may cause significant delays and other factors discussed in the Company’s filings made with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise any of the forward-looking statements in this news release.