Amendment No. 1 to Crocs, Inc. 2005 Equity Incentive Plan
This amendment updates the Crocs, Inc. 2005 Equity Incentive Plan by increasing the maximum number of shares of common stock that may be delivered under the plan to 30,000. It also sets the same 30,000-share limit for incentive stock options and for qualified performance-based awards to any eligible individual in a fiscal year. All other terms of the original plan remain unchanged. The amendment was approved by the company's Board of Directors on January 10, 2006.
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Exhibit 10.2.2
Amendment No. 1 to Crocs, Inc. 2005 Equity Incentive Plan
The Crocs, Inc. (the "Company") 2005 Equity Incentive Plan (the "Plan") is hereby amended as set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
1. Section 3(a) of the Plan be, and it hereby is, amended to read in its entirety as follows:
"(a) The maximum number of shares of Common Stock that may be delivered to Participants and their beneficiaries under the Plan shall be 30,000. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares. The maximum number of shares of Common Stock that may be issued pursuant to Stock Options intended to be Incentive Stock Options shall be 30,000 shares."
2. The last sentence of Section 7(b)(i) of the Plan be, and it hereby is amended to read in its entirety as follows:
"No more than 30,000 shares of Common Stock may be subject to Qualified Performance Based Awards granted to any Eligible Individual in any fiscal year of the Company."
Except as set forth above, the Plan shall remain unchanged and in full force and effect.
Certification
The foregoing amendments to the Crocs, Inc. 2005 Equity Incentive Plan were duly adopted by the Board of Directors of the Company at a special meeting held on January 10, 2006.
| /s/ ERIK REBICH Erik Rebich, Secretary |
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