UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~________________~~Current Report

~~CURRENT~~Pursuant ~~REPORT~~ to Section 13 or 15(d) of

~~PURSUANT~~The TO Securities ~~SECTION~~Exchange 13Act ORof ~~15(D) OF THE~~1934

~~SECURITIES~~Date ~~EXCHANGE~~ of Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): May 31, 2007

Date of report (date of earliest event reported): December 20, 2006

________________

Oakley, Inc.

(Exact name of registrant as specified in its charter)

________________

Washington	001-13848	95-3194947
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Washington	1-13848	95-3194947
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

One Icon

Foothill Ranch, California 92610

(Address of principal executive offices) ~~(Zip~~and ~~Code~~zip code)

Registrant’s telephone number, including area code:

(949) 951-0991

~~(Registrant’s telephone number, including area code)~~N/A

~~Check~~(Former ~~the~~ name ~~appropriate~~ or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ report)

~~¨ Written~~Check ~~communications~~ the appropriate ~~pursuant~~box below if the Form 8-K is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR 230.425)~~of the following provisions:

~~¨ Soliciting~~[ ~~material~~ ] Written communication pursuant to Rule ~~14a-12~~ 425 under the Securities ~~Exchange~~ Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement~~[ ~~communications~~ ] Soliciting material pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ [ ] Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~[ ~~1.01~~ ] Pre-commencement ~~Entry~~communications ~~into~~pursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Credit~~Item ~~Agreement~~ 5.02(e). Compensatory Arrangements of Certain Officers.

On ~~December~~ May 31, 20 2007, ~~2006,~~the ~~Oakley,~~Compensation ~~Inc.~~and ~~(“Oakley”~~Stock orOption Committee (the “~~Registrant~~Committee”) ~~entered~~of ~~into~~the ~~Amendment No.~~Board 1 of toDirectors ~~its~~of ~~September 22~~Oakley, ~~2006~~Inc. ~~$185 million multicurrency revolving credit facility~~ (the “~~Credit Agreement~~Company”) ~~with~~amended ~~JPMorgan~~the ~~Chase~~Amended ~~Bank,~~and ~~N.A., as Administrative~~Restated ~~Agent~~ Oakley, ~~and~~Inc. aOfficer ~~syndicate~~Severance ofPlan ~~lenders from time to time party thereto~~ (~~the~~ “~~Amendment~~Officer Severance Plan”). ~~The~~and ~~full text of~~ the ~~Credit~~Amended and ~~Agreement~~Restated ~~was~~Oakley, ~~filed as Exhibit 10~~Inc.1 ~~to Oakley’s~~Executive ~~Current~~Severance ~~Report~~Plan on(“Executive ~~Form~~Severance ~~8-K dated September 25~~Plan”) (collectively, ~~2006. Pursuant to~~ the ~~Amendment,~~ ~~Oakley~~“Plans”) ~~exercised its right~~ to ~~increase~~address the ~~aggregate~~treatment ~~principal amount~~ of ~~revolving~~awards ~~loans~~made ~~available~~ under the long-term ~~Credit~~incentive ~~Agreement~~plan ~~from~~(“LTIP”) ~~$185~~for ~~million to $246.5~~officers ~~million.~~of ~~Additionally,~~ the ~~Amendment~~Company ~~provides~~in ~~for~~ the ~~right,~~event ~~subject~~of a to Severance. Severance means the ~~satisfaction~~termination of ~~certain~~an ~~conditions,~~Eligible toEmployee’s employment ~~increase~~with the ~~aggregate~~Employer ~~principal amount~~(i) ~~available~~by ~~to Oakley under~~ the ~~Credit~~Employer ~~Agreement~~other ~~(as~~than ~~amended~~for byCause, death, ~~the~~ or ~~Amendment~~ Disability or (ii) by anthe ~~additional~~Eligible ~~$103.5~~Employee ~~million.~~for ~~The~~Good ~~description~~Reason ofwithin ~~the~~twelve ~~Amendment~~(12) ~~set forth~~ months ~~herein~~following isthe ~~qualified~~consummation inof ~~its~~a ~~entirety~~Change byin ~~reference~~Control. Terms ~~to the full text~~using of initial ~~the Amendment~~capitalization, ~~filed~~but asnot ~~Exhibit~~defined ~~10.1~~herein, toare ~~this~~as ~~Current~~defined ~~Report~~in ~~on Form 8-K.~~the Plans.

~~Item~~The 9 Committee amended the Plans to state that in the event of a Severance absent a Change in Control, to be eligible for any payment of awards under the LTIP, an Eligible Employee must be employed for at least 2/3 of the performance period underlying the awards.01 If ~~Financial~~so ~~Statements~~employed, all equity and ~~Exhibits~~cash awards under the LTIP granted to an Eligible Employee would be paid out, if earned based on meeting the Company performance benchmarks as set forth in the award grant, at 50% of the pro rated amount that is calculated based on the percentage of time employed during the performance period for such awards. Such awards would be paid out in full on the first date that any payment is made on a similar award, based on the same performance criteria and performance period, to any other officer of the Company who is still employed by the Company through such payment date.

~~(c)~~In ~~Exhibits~~ the event of a Severance following a Change in Control, the provisions above apply with two exceptions. First, an Eligible Employee need not be employed for at least 2/3 of the performance period underlying the awards to be eligible for any payment of awards under the LTIP. Second, awards earned under the LTIP would be paid out at 100% of the pro rated amount payable rather than 50%.

Exhibit		Description
10.1		Amendment No. 1 to Credit Agreement, dated as of December 20, 2006, among Oakley, Inc., the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.

The Committee also amended the Officer Severance Plan such that 90 days after being named a Section 16 Officer, as defined by Rule 16(a)(1)(f) under the Securities Exchange Act 1934, of the Company by the Board, such officer is automatically enrolled as an Eligible Employee in the Officer Severance Plan unless otherwise stated by the Committee within the first 90 days after such officer is named a Section 16 Officer, as defined.

~~SIGNATURES~~The Committee amended the Employment Agreement executed by the Company September 19, 2005 with Scott Olivet to provide for the same severance provisions as noted above with respect to the Plans for awards granted Scott Olivet under the LTIP.

~~Pursuant~~On to June 1, 2007, the ~~requirements~~Board of Directors (the ~~Securities~~“Board”) ~~Exchange~~of ~~Act~~the ofCompany ~~1934,~~amended the ~~registrant~~Oakley, ~~has~~ Inc. ~~duly caused~~1995 ~~this~~Stock ~~report~~Incentive Plan to bestate ~~signed~~that (i) dividends declared on ~~its~~the Company’s ~~behalf~~common stock do not accrue, and shall not be paid, with respect to shares covered by a deferred stock award, which would include the ~~undersigned~~performance units ~~hereunto~~granted under the LTIP, and (ii) upon the granting or vesting of an award ~~duly~~ of stock, the Company shall, in its discretion, either issue the participant ~~authorized~~ a physical stock certificate or credit the participant’s award in electronic form in an account held by the Company's transfer agent or other designee.

~~Oakley, Inc. December 21, 2006 /s/ Richard Shields Richard Shields Chief Financial Officer~~SIGNATURE

~~EXHIBIT~~Pursuant ~~INDEX~~ 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.

Exhibit		Description
		OAKLEY, INC.
10.1		Amendment No. 1 to Credit Agreement, dated as of December 20, 2006, among Oakley, Inc., the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.
Date: June 5, 2007	By:	/s/ Cos Lykos Name: Cos Lykos Title: VP, Business Development

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