UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 17, 2006
DECKERS OUTDOOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22446 95-3015862
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(Commission File Number) (IRS Employer Identification No.)
495A South Fairview Avenue, Goleta, California 93117
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (805) 967-7611
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None
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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.
In connection with the appointment of Peter Worley as Teva Brand
President of Deckers Outdoor Corporation (the Company), Mr. Worley and the
Company entered into an Employment Agreement, dated March 17, 2006. The
principal terms of the Employment Agreement are described in Item 5.02 below. A
copy of the Employment Agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Company announced today the appointment of Peter Worley, age 45, as
Teva Brand President, effective on March 20, 2006. Mr. Worley replaces Carlo
Lingiardi as Teva Brand President who was injured in a cycling accident on
October 12, 2005.
Mr. Worley brings over 20 years of industry experience to Deckers. Most
recently, from October 2005 to March 2006, he served as Vice President of U.S.
Sales with K-Swiss, Inc. [NASDAQ: KSWS], where he managed a sales organization
comprised of 7 regional vice presidents, 7 key account directors, and
approximately 45 independent sales representatives. Prior to that, from May 1996
to October 2005, he was Vice President of Product Design & Development with
K-Swiss. In this role, his responsibilities included hiring and organizing
design and engineering teams, implementing a cross-functional team approach to
category management, and creating design and development time lines. From 1991
to 1996 and from 1986 to 1989, Mr. Worley held various managerial positions with
Reebok International Ltd., including General Merchandise Manager, Tennis
Marketing Director, Classic Marketing Director, Cross Training Marketing
Director, Cross Training Product Manager, and Cross Training Promotions Manager.
During his tenure at Reebok, he helped develop advertising and in-store
point-of-purchase campaigns, worked with key national accounts to customize
introductions, and played an integral role in the creation and introduction of
the Preseason and Running Cross Training concepts. Mr. Worley also served as
Sports Product Manager of the sunglass division of Bausch & Lomb from 1989 to
1991. He began his career with Dave McGillivray Sports Enterprises as Promotions
Manager in 1985. Mr. Worley received his Bachelor of Arts degree from Principia
College in Elsah, Illinois.
Mr. Worley's employment with the Company is "at will," but the term of
his Employment Agreement ends December 31, 2007. Effective as of March 20, 2006,
Mr. Worley will be entitled to an annual base salary of $225,000 and will be
eligible to receive a targeted annual bonus established annually by the
Compensation Committee of the Board of Directors. Mr. Worley will also receive
the normal fringe benefits available to other senior executives and will be
entitled to severance pay under the circumstances described below.
If Mr. Worley is terminated by the Company due to his death or total
disability or for Cause, or Mr. Worley terminates his employment, other than for
Good Reasons, Mr. Worley or his beneficiaries will be entitled to payment of his
accrued base salary, payment for his accrued vacation, reimbursement for certain
expenses, receipt of accrued and vested benefits under the Company's plans or
programs and other benefits required to be paid by law, payment of any accrued
but unpaid incentive bonus for the prior fiscal year and the right to exercise
all vested unexercised stock options outstanding as of the termination date. If
Mr. Worley is terminated by the Company without Cause or Mr. Worley terminates
his employment for Good Reason, in addition to those rights described above, Mr.
Worley will be entitled to payment of his base salary for six months following
his termination, subject to Mr. Worley signing a release, and receipt of health
benefits for a period of six months following his termination or his attainment
of alternative employment that provides health benefits, whichever is earlier.
If Mr. Worley is terminated within two years of a Change of Control of the
Company without Cause or by Mr. Worley for Good Reason, in addition to those
rights described in the first sentence of this paragraph, Mr. Worley will be
entitled to payment of a pro-rata incentive bonus based on actual performance
for the year of termination, payment of one and one-half times his annual base
salary plus the greater of one and one-half times the targeted incentive bonus
immediately prior to the termination or one and one-half times the average
actual incentive bonus for the previous three years, subject to Mr. Worley
signing a release, and receipt of health benefits for a period of eighteen
months following his termination or his attainment of alternative employment
that provides health benefits, whichever is earlier.
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As used herein, (1) Cause means (i) any willful breach of duty by Mr.
Worley in the course of his employment or continued violation of written Company
employment policies after written notice of such violation, (ii) violation of
the Company's insider trading policies, (iii) conviction of a felony or any
crime involving fraud, theft, embezzlement, dishonesty or moral turpitude, (iv)
engaging in activities which materially defame the Company, or engaging in
conduct which is materially injurious to the Company or its affiliates, or any
of their respective customer or supplier relationships, financially or
otherwise, or (v) Mr. Worley's gross negligence or continued failure to perform
his duties or his continued incapacity to perform such duties, (2) Good Reason
means the occurrence of a material breach of the Employment Agreement by the
Company, which breach is not cured within 15 calendar days after written notice
thereof is received by the Company, or, if within two years of a Change of
Control, there is a reduction of Mr. Worley's total compensation, benefits, and
perquisites, the Company's relocation is greater than 50 miles further from Mr.
Worley's home, or a material change in Mr. Worley's position or duties, and (3)
Change of Control means 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 50% of the outstanding shares of
any class of voting stock of the Company (or a successor organization).
Mr. Worley will also be a party to the Company's standard
indemnification agreements, trade secret and confidentiality agreement, and
invention agreement. The description of Mr. Worley's Employment Agreement set
forth above is qualified in its entirety by reference to the actual terms of the
Employment Agreement, which is attached hereto as Exhibit 10.1.
Mr. Worley was not selected as an officer pursuant to any arrangement
or understanding between Mr. Worley or any other person. There are no family
relationships between Mr. Worley and the directors or executive officers of the
Company or any person nominated or chosen by the Company to become a director or
executive officer of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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10.1 Employment Agreement between Deckers Outdoor
Corporation and Peter Worley (1)
99.1 Press release, dated March 17, 2006
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(1) Certain exhibit(s) or schedule(s) have been omitted and
Deckers Outdoor Corporation agrees to furnish to the
Commission supplementally a copy of any omitted exhibit(s)
or schedule(s) upon request.
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SIGNATURE
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: March 20, 2006 /s/ Zohar Ziv
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Zohar Ziv, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Employment Agreement between Deckers Outdoor
Corporation and Peter Worley (1)
99.1 Press release, dated March 17, 2006
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(1) Certain exhibit(s) or schedule(s) have been omitted and
Deckers Outdoor Corporation agrees to furnish to the
Commission supplementally a copy of any omitted exhibit(s)
or schedule(s) upon request.
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