-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOSk89D2olV01PkypPY0xQlq8yOVSFIGC3YZaR5gfpSiDW39UEww2mBKn5b8aIXk jXwjHOpYSP+C/ZLO/A2H0Q== 0000950148-06-000088.txt : 20060808 0000950148-06-000088.hdr.sgml : 20060808 20060808172121 ACCESSION NUMBER: 0000950148-06-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECKERS OUTDOOR CORP CENTRAL INDEX KEY: 0000910521 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 953015862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22446 FILM NUMBER: 061014220 BUSINESS ADDRESS: STREET 1: 495A SOUTH FAIRVIEW AVENUE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8059677611 MAIL ADDRESS: STREET 1: 495-A S FAIRVIEW AVE CITY: GOLETA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: DECKERS FOOTWEAR CORP DATE OF NAME CHANGE: 19930811 8-K 1 v22891e8vk.htm FORM 8-K e8vk
 

 
 
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 2, 2006
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation or organization)
  0-22446
(Commission File Number)
  95-3015862
(I.R.S. Employer Identification No.)
     
495-A South Fairview Avenue, Goleta, California
(Address of principal executive offices)
  93117
(Zip Code)
(805) 967-7611
(Registrant’s telephone number, including area code)
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))
 
 

 


 

Item 1.01. Entry into a Material Definitive Agreement.
     On August 2, 2006, Deckers Outdoor Corporation (the “Company”) established plans under Rule 10b5-1 of the Securities Exchange Act of 1934 with RBC Dain Rauscher Inc. to provide for sales of the Company’s common stock by the Douglas B. Otto Trust (the “Doug Otto Trust”), the Ty Dylan Bard Otto Trust (the “Ty Dylan Trust”), and the Tiffany Jade Otto Trust (the “Tiffany Jade Trust”). Douglas B. Otto, Chairman of the Board of Directors of the Company is the Trustee of the Doug Otto Trust, the Ty Dylan Trust and the Tiffany Jade Trust, and beneficially owns directly or indirectly approximately [12.7%] of the outstanding shares of common stock of the Company.
     The sales will be affected in accordance with the pricing and volume guidelines as set forth in each of the Doug Otto Trust Rule 10b5-1 selling plan attached hereto as Exhibit 10.1, the Ty Dylan Trust Rule 10b5-1 selling plan attached hereto as Exhibit 10.2 and the Tiffany Jade Trust Rule 10b5-1 selling plan attached hereto as Exhibit 10.3.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
         
Exhibit No.   Description of Exhibits
       
 
  10.1    
Rule 10b5-1 Selling Plan dated August 2, 2006, between Douglas B. Otto Trust and RBC Dain Rauscher Inc.
       
 
  10.2    
Rule 10b5-1 Selling Plan dated August 2, 2006, between The Ty Dylan Bard Otto Trust and RBC Dain Rauscher Inc.
       
 
  10.3    
Rule 10b5-1 Selling Plan dated August 2, 2006, between The Tiffany Jade Otto Trust and RBC Dain Rauscher Inc.

-2-


 

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 thereunto duly authorized.
         
  DECKERS OUTDOOR CORPORATION
 
 
 
Date: August 8, 2006  By:   /s/ Zohar Ziv    
    Zohar Ziv, Chief Financial Officer and Executive   
    Vice President of Finance and Administration   

-3-


 

EXHIBIT INDEX
         
Exhibit No.   Description of Exhibits
       
 
  10.1    
Rule 10b5-1 Selling Plan dated August 2, 2006, between Douglas B. Otto Trust and RBC Dain Rauscher Inc.
       
 
  10.2    
Rule 10b5-1 Selling Plan dated August 2, 2006, between The Ty Dylan Bard Otto Trust and RBC Dain Rauscher Inc.
       
 
  10.3    
Rule 10b5-1 Selling Plan dated August 2, 2006, between The Tiffany Jade Otto Trust and RBC Dain Rauscher Inc.

-4-

EX-10.1 2 v22891exv10w1.htm EXHIBIT 10.1 exv10w1
 

Exhibit 10.1
Agreement to Establish a Rule 10b5-1 Selling Plan
     This Agreement to Establish a Rule 10b5-1 Selling Plan (this “Selling Plan”), dated August   2  , 2006, between Douglas B. Otto Trust created July 31, 1996 (the “Seller”), and RBC Dain Rauscher Inc. (the “Broker”).
     WHEREAS, Seller desires to enter into this Selling Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Deckers Outdoor Corporation (the “Issuer”) in accordance with the terms set forth on Annex A hereto;
     WHEREAS, Seller desires to engage Broker to effect sales of shares of Stock in accordance with this Selling Plan; and
     WHEREAS, Issuer has provided its consent as provided in Annex B hereto.
     NOW, THEREFORE, the Seller and Broker hereby agree as follows:
1. Broker shall effect all sales (each a “Sale”) of Stock under this Selling Plan in accordance with it terms, including those terms set forth on Annex A.
2. Seller understands that Broker may not be able to effect a Sale in the event of: (i) a market disruption; (ii) a legal, regulatory or contractual restriction applicable to Issuer or Broker; (iii) the receipt by Broker of written notice from counsel for the Issuer advising it that this Selling Plan is no longer in effect, or alternatively, that Sales to be made under this Selling Plan are suspended until further notice. If any Sale cannot be executed as required by this Selling Plan for any of these reasons, Broker shall effect such Sale as promptly as practical after the cessation or termination of any market disruption, restriction, or suspension described above, or as promptly as possible after receipt of written affirmation of the continuing effect or validity of this Selling Plan or an amended or substituted Selling Plan.
3. Seller represents and warrants that, as of the date hereof, he is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Selling Plan in good faith and not as part of a plan or scheme to

-1-


 

evade the prohibitions of Rule 10b-5 and Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).
4. It is the intent of the parties that this Selling Plan comply with the requirements of Rule l0b5-1(c)(1) under the Exchange Act and that this Selling Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1).
5. Where applicable, Broker agrees to effect all Sales in accordance with the manner of sale requirements of Rule 144 under the Securities Act of 1933, and in no event shall Broker effect any Sale if such Sale would exceed the then applicable volume limitation under Rule 144, assuming that Sales effected by Broker for Seller under this Selling Plan are the only sales subject to that limitation. Seller agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the Sales not to comply with Rule 144. Broker will be responsible for completing and filing on behalf of Seller the required Form 144.
6. Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act.
7. Seller agrees to identify to Broker all orders or instructions that will or could result in Sales under this Selling Plan as “Rule 10b5-1 Orders” or “Rule 10b5-1 Instructions” and understands and further agrees that he may not amend, substitute or otherwise alter any such Order or Instruction without the prior written permission of Issuer, which written permission shall be provided to Broker directly from Issuer. Seller further understands and agrees that he bears all legal and regulatory risks associated with any such amendment, substitution or alteration.
8. Seller understands and acknowledges that this is his Selling Plan, further represents that he has had full opportunity to consult with his legal counsel with respect to the validity of this Selling Plan, and that he is not relying on Broker for such counsel.
9. This Selling Plan shall terminate when Issuer’s insider trading policies are no longer in effect with respect to Seller, and Seller agrees to promptly advise Broker upon occurrence of such event.

-2-


 

10. This Selling Plan may be suspended or terminated by Seller at any time upon five (5) business days prior written notice sent to Broker. Seller agrees that Seller shall not terminate this Selling Plan except upon consultation with Seller’s own legal counsel.
11. This Selling Plan shall be suspended or, at Broker’s option, terminated, within five (5) business days of receipt by Broker of written notice from the Issuer of the occurrence of a legal, contractual or regulatory restriction that is applicable to Seller, including, but not limited to, any restriction related to a merger or acquisition of Issuer or a stock offering requiring an affiliate lock-up.
12. This Selling Plan, shall be governed by and construed in accordance with the laws of the State of California and may be modified or amended only by a writing signed by the parties hereto.
13. Proceeds from each Sale effected under the Selling Plan will be delivered to Seller’s account with Broker on a normal three (3) day settlement basis, less any commission or other expenses of sale to be paid to Broker.
14. This Selling Plan constitutes the entire agreement between the parties with respect to this Selling Plan and supersedes any prior agreements or understandings with regard to the Selling Plan.
15. All notices under this Selling Plan shall be sent by facsimile or certified mail as follows:
If to Seller:
Douglas B. Otto Trust created July 31, 1996
495-A S. Fairview Ave.
Goleta, CA 93117
If to Broker:
RBC Dain Rauscher Inc.
2 Embarcadero Center, Suite 1200
San Francisco, CA 94111

-3-


 

16. This Selling Plan may be executed in counterparts, each of which shall be deemed an original.
17. If any provision of this Selling Plan is or becomes inconsistent with applicable present or future law, rule or regulation, including Rule 10b5-1, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.

-4-


 

IN WITNESS WHEREOF, the undersigned have signed this Selling Plan as of the date first written above.
         
     
  /s/ Douglas B. Otto, Trustee    
  Douglas B. Otto Trust created July 31, 1996   
     
 
  RBC DAIN RAUSCHER INC.
 
 
  By:   /s/ Justin James    
    Name:   Justin James   
    Title:   Vice President – Sales Trader   

-5-


 

Annex A
to
Agreement to Establish a Rule10b5-1 Selling Plan
Deckers Outdoor Corporation (“Deckers”)
This is Annex A to the Selling Plan between Seller and Broker dated August   2  , 2006. The provisions hereof are incorporated into the Selling Plan and made a part thereof.
  1.   Beginning on August   2  , 2006, and on the first (1st) trading day (a “Trading Day” is any day on which Deckers Stock trades on the Nasdaq National Market) of each quarter thereafter, Broker shall effect sales of Deckers Stock for Seller as follows:
  a.   30,000 shares of Deckers Stock at a limit price of at least $20.00 per share;
 
  b.   an additional 30,000 shares of Deckers Stock at a limit price of at least $30.00 per share;
 
  c.   an additional 30,000 shares of Deckers Stock at a limit price of at least $40.00 per share;
 
  d.   an additional 30,000 shares of Deckers Stock at a limit price of at least $50.00 per share;
 
  e.   an additional 30,000 shares of Deckers Stock at a limit price of at least $60.00 per share; and
 
  f.   an additional 30,000 shares of Deckers Stock at a limit price of at least $70.00 pre share.
  2.   If, consistent with ordinary principles of best execution or for any other reason, Broker cannot effect all sales as set forth above (hereafter, a “Shortfall”), Broker shall sell the Shortfall as soon as practicable (consistent with the limit prices and quantities set forth above) in accordance with ordinary principles of best execution.
 
  3.   The pricing guidelines outlined in paragraph 1. above shall be followed each quarter; provided however, that:
  a.   If Deckers Stock price is such that the above formula results in no sales being made for an entire calendar quarter, then the limit prices in paragraphs 1(a) – (f) above shall all be reduced by $2.00 for the next succeeding Sell Date and shall continue at these new reduced levels for all subsequent quarters; and
 
  b.   The limit price reducing feature in paragraph 3(a) above shall be repeated each quarter that no sales occur, which may result in further limit price reductions; provided however, that
 
  c.   The limit price in paragraph 1(a) shall not be reduced below $15.00 per share; the limit price in paragraph 1(b) shall not be reduced below $25.00 per share; the limit price in paragraph 1(c) shall not be reduced below $35.00 per share; the limit price in paragraph 1(d) shall not be reduced below $45.00 per share; the limit price in paragraph 1(e) shall not be reduced below $55.00 per share; and the limit price in paragraph 1(f) shall not be reduced below $65.00 per share.
  4.   The Selling Plan shall terminate on June 30, 2008.

-6-


 

  5.   All limit prices above are net of commissions to the Broker.
 
  6.   The share amounts and limit prices set forth in paragraph 1 above shall be appropriately increased or decreased to reflect any stock splits and recapitalizations.
 
  7.   Subject to the conditions of paragraphs 1 through 7 above, Broker is granted absolute discretion to determine how, when and whether to sell Shares under the Plan. Apart from the instructions set forth in the Plan, Seller shall not exercise any influence over how, when or whether to effect sales of Shares under the Plan, whether through communications with Broker or otherwise.
*     *     *
The undersigned have signed this Annex A as of the date of the Selling Plan.
Dated: August 2, 2006
         
     
/s/ Douglas B. Otto      
Douglas B. Otto Trust created July 31, 1996     
     
 
         
RBC DAIN RAUSCHER, INC.
 
   
By:   /s/ Justin James      
  Name:   Justin James     
  Title:   Vice President – Sales Trader     

-7-


 

Annex B
to
Agreement to Establish a Rule10b5-1 Selling Plan
1. Deckers Outdoor Corporation (the “Issuer”) represents that it has pre-cleared, as permitted under its insider trading policy, the Agreement to Establish a Rule 10b5-1 Selling Plan dated August   2  , 2006 (the “Selling Plan”) between Douglas B. Otto Trust created July 31, 1996 (“Seller”) and RBC Dain Rauscher Inc. relating to the common stock, par value $0.01 per share, of the Issuer.
2. Pre-clearance of the Selling Plan constitutes permission only under the Issuer’s insider trading policy. In no event will Issuer or any of its officers, employees, directors or agents be responsible for Seller’s compliance with applicable securities laws.
Dated: August 7, 2006
         
Deckers Outdoor Corporation
 
   
By:   /s/ Zohar Ziv      
  Zohar Ziv, Chief Financial Officer and Executive     
  Vice President of Finance and Adminstration     
  Print Name and Title     
 

-8-

EX-10.2 3 v22891exv10w2.htm EXHIBIT 10.2 exv10w2
 

Exhibit 10.2
Agreement to Establish a Rule 10b5-1 Selling Plan
     This Agreement to Establish a Rule 10b5-1 Selling Plan (this “Selling Plan”), dated August 2, 2006, between THE TY DYLAN BARD OTTO TRUST CREATED APRIL 7, 1998 (the “Seller”), and RBC DAIN RAUSCHER INC. (the “Broker”).
     WHEREAS, Seller desires to enter into this Selling Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Deckers Outdoor Corporation (the “Issuer”) in accordance with the terms set forth on Annex A hereto;
     WHEREAS, Seller desires to engage Broker to effect sales of shares of Stock in accordance with this Selling Plan; and
     WHEREAS, Issuer has provided its consent as provided in Annex B hereto.
     NOW, THEREFORE, the Seller and Broker hereby agree as follows:
1. Broker shall effect all sales (each a “Sale”) of Stock under this Selling Plan in accordance with it terms, including those terms set forth on Annex A.
2. Seller understands that Broker may not be able to effect a Sale in the event of: (i) a market disruption; (ii) a legal, regulatory or contractual restriction applicable to Issuer or Broker; (iii) the receipt by Broker of written notice from counsel for the Issuer advising it that this Selling Plan is no longer in effect, or alternatively, that Sales to be made under this Selling Plan are suspended until further notice. If any Sale cannot be executed as required by this Selling Plan for any of these reasons, Broker shall effect such Sale as promptly as practical after the cessation or termination of any market disruption, restriction, or suspension described above, or as promptly as possible after receipt of written affirmation of the continuing effect or validity of this Selling Plan or an amended or substituted Selling Plan.
3. Seller represents and warrants that, as of the date hereof, he is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Selling Plan in good faith and not as part of a plan or scheme to

-1-


 

evade the prohibitions of Rule 10b-5 and Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).
4. It is the intent of the parties that this Selling Plan comply with the requirements of Rule l0b5-1(c)(1) under the Exchange Act and that this Selling Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1).
5. Where applicable, Broker agrees to effect all Sales in accordance with the manner of sale requirements of Rule 144 under the Securities Act of 1933, and in no event shall Broker effect any Sale if such Sale would exceed the then applicable volume limitation under Rule 144, assuming that Sales effected by Broker for Seller under this Selling Plan are the only sales subject to that limitation. Seller agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the Sales not to comply with Rule 144. Broker will be responsible for completing and filing on behalf of Seller the required Form 144.
6. Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act.
7. Seller agrees to identify to Broker all orders or instructions that will or could result in Sales under this Selling Plan as “Rule 10b5-1 Orders” or “Rule 10b5-1 Instructions” and understands and further agrees that he may not amend, substitute or otherwise alter any such Order or Instruction without the prior written permission of Issuer, which written permission shall be provided to Broker directly from Issuer. Seller further understands and agrees that he bears all legal and regulatory risks associated with any such amendment, substitution or alteration.
8. Seller understands and acknowledges that this is his Selling Plan, further represents that he has had full opportunity to consult with his legal counsel with respect to the validity of this Selling Plan, and that he is not relying on Broker for such counsel.
9. This Selling Plan shall terminate when Issuer’s insider trading policies are no longer in effect with respect to Seller, and Seller agrees to promptly advise Broker upon occurrence of such event.

-2-


 

10. This Selling Plan may be suspended or terminated by Seller at any time upon five (5) business days prior written notice sent to Broker. Seller agrees that Seller shall not terminate this Selling Plan except upon consultation with Seller’s own legal counsel.
11. This Selling Plan shall be suspended or, at Broker’s option, terminated, within five (5) business days of receipt by Broker of written notice from the Issuer of the occurrence of a legal, contractual or regulatory restriction that is applicable to Seller, including, but not limited to, any restriction related to a merger or acquisition of Issuer or a stock offering requiring an affiliate lock-up.
12. This Selling Plan, shall be governed by and construed in accordance with the laws of the State of California and may be modified or amended only by a writing signed by the parties hereto.
13. Proceeds from each Sale effected under the Selling Plan will be delivered to Seller’s account with Broker on a normal three (3) day settlement basis, less any commission or other expenses of sale to be paid to Broker.
14. This Selling Plan constitutes the entire agreement between the parties with respect to this Selling Plan and supersedes any prior agreements or understandings with regard to the Selling Plan.
15. All notices under this Selling Plan shall be sent by facsimile or certified mail as follows:
If to Seller:
The Ty Bard Otto Trust created April 7, 1998
495-A S. Fairview Avenue
Goleta, CA 93117
Attn: Douglas B. Otto
If to Broker:
RBC Dain Rauscher Inc.
2 Embarcadero Center, Suite 1200
San Francisco, CA 94111

-3-


 

16. This Selling Plan may be executed in counterparts, each of which shall be deemed an original.
17. If any provision of this Selling Plan is or becomes inconsistent with applicable present or future law, rule or regulation, including Rule 10b5-1, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.

-4-


 

IN WITNESS WHEREOF, the undersigned have signed this Selling Plan as of the date first written above.
         
  THE TY DYLAN BARD OTTO TRUST
CREATED APRIL 7, 1998

 
 
  By:   /s/Douglas B. Otto    
    Name:   Douglas B. Otto   
    Title:   Trustee   
 
  RBC DAIN RAUSCHER INC.
 
 
  By:   /s/ Justin James    
    Name:   Justin James   
    Title:   Vice President – Sales Trader   

-5-


 

         
Annex A
to
Agreement to Establish a Rule10b5-1 Selling Plan
Deckers Outdoor Corporation (“Deckers”)
This is Annex A to the Selling Plan between Seller and Broker dated August _2_, 2006. The provisions hereof are incorporated into the Selling Plan and made a part thereof.
  1.   Beginning on August _2_, 2006, and on the first (1st) trading day (a “Trading Day” is any day on which Deckers Stock trades on the Nasdaq National Market) of each quarter thereafter, Broker shall effect sales of Deckers Stock for Seller as follows:
  a.   5,000 shares of Deckers Stock at a limit price of at least $20.00 per share;
 
  b.   an additional 5,000 shares of Deckers Stock at a limit price of at least $30.00 per share;
 
  c.   an additional 10,000 shares of Deckers Stock at a limit price of at least $40.00 per share;
 
  d.   an additional 10,000 shares of Deckers Stock at a limit price of at least $50.00 per share;
 
  e.   an additional 10,000 shares of Deckers Stock at a limit price of at least $60.00 per share; and
 
  f.   an additional 10,000 shares of Deckers Stock at a limit price of at least $70.00 pre share.
  2.   If, consistent with ordinary principles of best execution or for any other reason, Broker cannot effect all sales as set forth above (hereafter, a “Shortfall”), Broker shall sell the Shortfall as soon as practicable (consistent with the limit prices and quantities set forth above) in accordance with ordinary principles of best execution.
  3.   The pricing guidelines outlined in paragraph 1. above shall be followed each quarter; provided however, that:
  a.   If Deckers Stock price is such that the above formula results in no sales being made for an entire calendar quarter, then the limit prices in paragraphs 1(a) – (f) above shall all be reduced by $2.00 for the next succeeding Sell Date and shall continue at these new reduced levels for all subsequent quarters; and
  b.   The limit price reducing feature in paragraph 3(a) above shall be repeated each quarter that no sales occur, which may result in further limit price reductions; provided however, that
  c.   The limit price in paragraph 1(a) shall not be reduced below $15.00 per share; the limit price in paragraph 1(b) shall not be reduced below $25.00 per share; the limit price in paragraph 1(c) shall not be reduced below $35.00 per share; the limit price in paragraph 1(d) shall not be reduced below $45.00 per share; the limit price in paragraph 1(e) shall not be reduced below $55.00 per share; and the limit price in paragraph 1(f) shall not be reduced below $65.00 per share.
  4.   The Selling Plan shall terminate on June 30, 2008.

-6-


 

  5.   All limit prices above are net of commissions to the Broker.
 
  6.   The share amounts and limit prices set forth in paragraph 1 above shall be appropriately increased or decreased to reflect any stock splits and recapitalizations.
 
  7.   Subject to the conditions of paragraphs 1 through 7 above, Broker is granted absolute discretion to determine how, when and whether to sell Shares under the Plan. Apart from the instructions set forth in the Plan, Seller shall not exercise any influence over how, when or whether to effect sales of Shares under the Plan, whether through communications with Broker or otherwise.
* * *
The undersigned have signed this Annex A as of the date of the Selling Plan.
Dated: August 2, 2006

THE TY DYLAN BARD OTTO TRUST
CREATED APRIL 7, 1998

         
By:
  /s/Douglas B. Otto    
 
       
 
  Name: Douglas B. Otto    
 
  Title: Trustee    
RBC DAIN RAUSCHER, INC.
         
By:
  /s/ Justin James    
 
       
 
  Name: Justin James    
 
  Title: Vice President – Sales Trader    

-7-


 

Annex B
to
Agreement to Establish a Rule10b5-1 Selling Plan
1. Deckers Outdoor Corporation (the “Issuer”) represents that it has pre-cleared, as permitted under its insider trading policy, the Agreement to Establish a Rule 10b5-1 Selling Plan dated August _2_, 2006 (the “Selling Plan”) between THE TY DYLAN BARD OTTO TRUST CREATED APRIL 7, 1998 (“Seller”) and RBC DAIN RAUSCHER INC. relating to the common stock, par value $0.01 per share, of the Issuer.
2. Pre-clearance of the Selling Plan constitutes permission only under the Issuer’s insider trading policy. In no event will Issuer or any of its officers, employees, directors or agents be responsible for Seller’s compliance with applicable securities laws.
Dated: August 7, 2006
Deckers Outdoor Corporation
         
By:
  /s/ Zohar Ziv    
 
       
 
  Zohar Ziv, Chief Financial Officer and Executive Vice President of Finance and Adminstration    
 
  Print Name and Title    

-8-

EX-10.3 4 v22891exv10w3.htm EXHIBIT 10.3 exv10w3
 

Exhibit 10.3
Agreement to Establish a Rule 10b5-1 Selling Plan
     This Agreement to Establish a Rule 10b5-1 Selling Plan (this “Selling Plan”), dated August 2, 2006, between THE TIFFANY JADE OTTO TRUST CREATED APRIL 7, 1998 (the “Seller”), and RBC DAIN RAUSCHER INC. (the “Broker”).
     WHEREAS, Seller desires to enter into this Selling Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Deckers Outdoor Corporation (the “Issuer”) in accordance with the terms set forth on Annex A hereto;
     WHEREAS, Seller desires to engage Broker to effect sales of shares of Stock in accordance with this Selling Plan; and
     WHEREAS, Issuer has provided its consent as provided in Annex B hereto.
     NOW, THEREFORE, the Seller and Broker hereby agree as follows:
1. Broker shall effect all sales (each a “Sale”) of Stock under this Selling Plan in accordance with it terms, including those terms set forth on Annex A.
2. Seller understands that Broker may not be able to effect a Sale in the event of: (i) a market disruption; (ii) a legal, regulatory or contractual restriction applicable to Issuer or Broker; (iii) the receipt by Broker of written notice from counsel for the Issuer advising it that this Selling Plan is no longer in effect, or alternatively, that Sales to be made under this Selling Plan are suspended until further notice. If any Sale cannot be executed as required by this Selling Plan for any of these reasons, Broker shall effect such Sale as promptly as practical after the cessation or termination of any market disruption, restriction, or suspension described above, or as promptly as possible after receipt of written affirmation of the continuing effect or validity of this Selling Plan or an amended or substituted Selling Plan.
3. Seller represents and warrants that, as of the date hereof, he is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Selling Plan in good faith and not as part of a plan or scheme to

-1-


 

evade the prohibitions of Rule 10b-5 and Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).
4. It is the intent of the parties that this Selling Plan comply with the requirements of Rule l0b5-1(c)(1) under the Exchange Act and that this Selling Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1).
5. Where applicable, Broker agrees to effect all Sales in accordance with the manner of sale requirements of Rule 144 under the Securities Act of 1933, and in no event shall Broker effect any Sale if such Sale would exceed the then applicable volume limitation under Rule 144, assuming that Sales effected by Broker for Seller under this Selling Plan are the only sales subject to that limitation. Seller agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the Sales not to comply with Rule 144. Broker will be responsible for completing and filing on behalf of Seller the required Form 144.
6. Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act.
7. Seller agrees to identify to Broker all orders or instructions that will or could result in Sales under this Selling Plan as “Rule 10b5-1 Orders” or “Rule 10b5-1 Instructions” and understands and further agrees that he may not amend, substitute or otherwise alter any such Order or Instruction without the prior written permission of Issuer, which written permission shall be provided to Broker directly from Issuer. Seller further understands and agrees that he bears all legal and regulatory risks associated with any such amendment, substitution or alteration.
8. Seller understands and acknowledges that this is his Selling Plan, further represents that he has had full opportunity to consult with his legal counsel with respect to the validity of this Selling Plan, and that he is not relying on Broker for such counsel.
9. This Selling Plan shall terminate when Issuer’s insider trading policies are no longer in effect with respect to Seller, and Seller agrees to promptly advise Broker upon occurrence of such event.

-2-


 

10. This Selling Plan may be suspended or terminated by Seller at any time upon five (5) business days prior written notice sent to Broker. Seller agrees that Seller shall not terminate this Selling Plan except upon consultation with Seller’s own legal counsel.
11. This Selling Plan shall be suspended or, at Broker’s option, terminated, within five (5) business days of receipt by Broker of written notice from the Issuer of the occurrence of a legal, contractual or regulatory restriction that is applicable to Seller, including, but not limited to, any restriction related to a merger or acquisition of Issuer or a stock offering requiring an affiliate lock-up.
12. This Selling Plan, shall be governed by and construed in accordance with the laws of the State of California and may be modified or amended only by a writing signed by the parties hereto.
13. Proceeds from each Sale effected under the Selling Plan will be delivered to Seller’s account with Broker on a normal three (3) day settlement basis, less any commission or other expenses of sale to be paid to Broker.
14. This Selling Plan constitutes the entire agreement between the parties with respect to this Selling Plan and supersedes any prior agreements or understandings with regard to the Selling Plan.
15. All notices under this Selling Plan shall be sent by facsimile or certified mail as follows:
If to Seller:
The Tiffany Jade Otto Trust created April 7, 1998
495-A S. Fairview Avenue
Goleta, CA 93117
Attn: Douglas B. Otto
If to Broker:
RBC Dain Rauscher Inc.
2 Embarcadero Center, Suite 1200
San Francisco, CA 94111

-3-


 

16. This Selling Plan may be executed in counterparts, each of which shall be deemed an original.
17. If any provision of this Selling Plan is or becomes inconsistent with applicable present or future law, rule or regulation, including Rule 10b5-1, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.

-4-


 

IN WITNESS WHEREOF, the undersigned have signed this Selling Plan as of the date first written above.
         
  THE TIFFANY JADE OTTO TRUST
CREATED APRIL 7, 1998

 
 
  By:   /s/ Douglas B. Otto    
    Name:   Douglas B. Otto   
    Title:   Trustee   
 
  RBC DAIN RAUSCHER INC.
 
 
  By:   /s/ Justin James    
    Name:   Justin James   
    Title:   Vice President – Sales Trader   

-5-


 

         
Annex A
to
Agreement to Establish a Rule10b5-1 Selling Plan
Deckers Outdoor Corporation (“Deckers”)
This is Annex A to the Selling Plan between Seller and Broker dated August _2_, 2006. The provisions hereof are incorporated into the Selling Plan and made a part thereof.
  1.   Beginning on August _2_, 2006, and on the first (1st) trading day (a “Trading Day” is any day on which Deckers Stock trades on the Nasdaq National Market) of each quarter thereafter, Broker shall effect sales of Deckers Stock for Seller as follows:
  a.   5,000 shares of Deckers Stock at a limit price of at least $20.00 per share;
 
  b.   an additional 5,000 shares of Deckers Stock at a limit price of at least $30.00 per share;
 
  c.   an additional 10,000 shares of Deckers Stock at a limit price of at least $40.00 per share;
 
  d.   an additional 10,000 shares of Deckers Stock at a limit price of at least $50.00 per share;
 
  e.   an additional 10,000 shares of Deckers Stock at a limit price of at least $60.00 per share; and
 
  f.   an additional 10,000 shares of Deckers Stock at a limit price of at least $70.00 pre share.
  2.   If, consistent with ordinary principles of best execution or for any other reason, Broker cannot effect all sales as set forth above (hereafter, a “Shortfall”), Broker shall sell the Shortfall as soon as practicable (consistent with the limit prices and quantities set forth above) in accordance with ordinary principles of best execution.
  3.   The pricing guidelines outlined in paragraph 1. above shall be followed each quarter; provided however, that:
  a.   If Deckers Stock price is such that the above formula results in no sales being made for an entire calendar quarter, then the limit prices in paragraphs 1(a) – (f) above shall all be reduced by $2.00 for the next succeeding Sell Date and shall continue at these new reduced levels for all subsequent quarters; and
  b.   The limit price reducing feature in paragraph 3(a) above shall be repeated each quarter that no sales occur, which may result in further limit price reductions; provided however, that
  c.   The limit price in paragraph 1(a) shall not be reduced below $15.00 per share; the limit price in paragraph 1(b) shall not be reduced below $25.00 per share; the limit price in paragraph 1(c) shall not be reduced below $35.00 per share; the limit price in paragraph 1(d) shall not be reduced below $45.00 per share; the limit price in paragraph 1(e) shall not be reduced below $55.00 per share; and the limit price in paragraph 1(f) shall not be reduced below $65.00 per share.
  4.   The Selling Plan shall terminate on June 30, 2008.

-6-


 

  5.   All limit prices above are net of commissions to the Broker.
 
  6.   The share amounts and limit prices set forth in paragraph 1 above shall be appropriately increased or decreased to reflect any stock splits and recapitalizations.
 
  7.   Subject to the conditions of paragraphs 1 through 7 above, Broker is granted absolute discretion to determine how, when and whether to sell Shares under the Plan. Apart from the instructions set forth in the Plan, Seller shall not exercise any influence over how, when or whether to effect sales of Shares under the Plan, whether through communications with Broker or otherwise.
* * *
The undersigned have signed this Annex A as of the date of the Selling Plan.

Dated: August 2, 2006

THE TIFFANY JADE OTTO TRUST
CREATED APRIL 7, 1998

         
By:
  /s/Douglas B. Otto    
 
       
 
  Name: Douglas B. Otto    
 
  Title: Trustee    

RBC DAIN RAUSCHER, INC.
         
By:
  /s/ Justin James    
 
       
 
  Name: Justin James    
 
  Title: Vice President – Sales Trader    

-7-


 

Annex B
to
Agreement to Establish a Rule10b5-1 Selling Plan
1. Deckers Outdoor Corporation (the “Issuer”) represents that it has pre-cleared, as permitted under its insider trading policy, the Agreement to Establish a Rule 10b5-1 Selling Plan dated August 2, 2006 (the “Selling Plan”) between THE TIFFANY JADE OTTO TRUST CREATED APRIL 7, 1998 (“Seller”) and RBC DAIN RAUSCHER INC. relating to the common stock, par value $0.01 per share, of the Issuer.
2. Pre-clearance of the Selling Plan constitutes permission only under the Issuer’s insider trading policy. In no event will Issuer or any of its officers, employees, directors or agents be responsible for Seller’s compliance with applicable securities laws.

Dated: August 7, 2006

Deckers Outdoor Corporation
         
By:
  /s/ Zohar Ziv    
 
       
 
  Zohar Ziv, Chief Financial Officer and Executive Vice President of Finance and Administration    
 
  Print Name and Title    

-8-

-----END PRIVACY-ENHANCED MESSAGE-----