Exhibit 10.1
FIRST AMENDMENT TO
THE
ASSET PURCHASE AGREEMENT DATED
MAY 19, 2011
This First Amendment is made and
entered into as of July 1, 2011 (“ Amendment ”)
to the Asset Purchase Agreement ( “Agreement” )
dated as of May 19, 2011, by and among Deckers Outdoor Corporation,
a Delaware corporation ( “Parent” ), Deckers
Acquisition, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent ( “Purchaser” ), Deckers
International Limited, a Bermuda corporation ( “Deckers
Bermuda” ), Sanuk USA, LLC, a California Limited
Liability Company ( “Sanuk” ), the equity
holders of Sanuk Thomas J. Kelley ( “Kelley” )
and Ian L. Kessler ( “Kessler” ), C&C
Partners, Ltd., a California corporation (
“C&C” ), and the shareholders of C&C
Donald A. Clark ( “Clark” ) and Paul Carr (
“Carr” ). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned
to such terms in the Agreement.
RECITALS
WHEREAS , as described in the Agreement, the parties to
the Agreement contemplated having Deckers Acquisition, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent,
purchase substantially all of the assets of each of Sanuk and
C&C related to the Business;
WHEREAS , pursuant to the Agreement, Deckers Bermuda is
to acquire from Sellers the International Exploitation Rights,
subject to the rights of Purchaser to, among other things, record
title of the Sanuk Intellectual Property and the C&C
Intellectual Property upon the closing of the transactions
contemplated by the Agreement;
WHEREAS , the parties to the Agreement now intend to
have Parent rather than Purchaser purchase substantially all of the
assets of each of Sanuk and C&C related to the Business;
and
WHEREAS , pursuant to the Agreement, Deckers Bermuda
will continue to acquire from Sellers the International
Exploitation Rights.
AGREEMENT
NOW, THEREFORE
, in consideration of the mutual
promises and covenants set forth herein, the parties hereto agree
that the Agreement shall be amended as follows:
1.
Amendments
.
(a)
Deckers Acquisition, Inc., a
Delaware corporation, shall no longer be a party to the Agreement,
and in connection therewith, each reference in the Agreement and in
the Ancillary Agreements to “Purchaser” shall now refer
only to Deckers Outdoor Corporation, a Delaware corporation.
Each reference in the Agreement and in the Ancillary Agreements to
“Parent and Purchaser,” “Parent or
Purchaser,” and “Each of Parent and Purchaser”
shall now mean and refer only to Deckers Outdoor Corporation, a
Delaware corporation.
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