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EXHIBIT 10.1
QUIKSILVER, INC.
STOCK OPTION PLAN
(AS AMENDED THROUGH MARCH 24, 1995)
Quiksilver, Inc., a corporation organized under the laws of
the State of Delaware (the "Company"), hereby adopts this Quiksilver, Inc.
Stock Option Plan (the "Plan"). The purposes of this Plan are as follows:
(1) To further the growth, development and financial
success of the Company by providing additional incentives to certain of its
Directors and Employees who have been or will be given responsibility for the
management or administration of the Company's business affairs, by assisting
them to become owners of capital stock of the Company and thus to benefit
directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the
services of the type of professional, technical and managerial employees
considered essential to the long-range success of the Company by providing and
offering them an opportunity to become owners of capital stock of the Company
under options, including options that are intended to qualify as "incentive
stock options" under Section 422 of the Internal Revenue Code of 1986, as
amended.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
Section 1.3 - Committee
"Committee" shall mean the Compensation Committee of the
Board, appointed as provided in Section 6.1.
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Section 1.4 - Company
"Company" shall mean Quiksilver, Inc., a Delaware corporation.
In addition, "Company" shall mean any corporation assuming, or issuing new
employee stock options in substitution for, Incentive Stock Options outstanding
under the Plan in a transaction to which Section 424(a) of the Code applies.
Section 1.5 - Director
"Director" shall mean a member of the Board.
Section 1.6 - Employee
"Employee" shall mean any employee (as defined in accordance
with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company, or of any corporation which is then a Parent
Corporation or Subsidiary, whether such employee is so employed at the time
this Plan is adopted or becomes so employed subsequent to the adoption of this
Plan.
Section 1.7 - Incentive Stock Option
"Incentive Stock Option" shall mean an Option which qualifies
as an "incentive stock option" under Section 422 of the Code and which is
designated as an Incentive Stock Option by the Committee.
Section 1.8 - Non-Qualified Option
"Non-Qualified Option" shall mean an Option which is not an
Incentive Stock Option and which is designated as a Non-Qualified Option by the
Committee.
Section 1.9 - Officer
"Officer" shall mean an officer of the Company, any Parent
Corporation or any Subsidiary.
Section 1.10 - Option
"Option" shall mean an option to purchase capital stock of the
Company granted under the Plan. "Options" includes both Incentive Stock
Options and Non-Qualified Options.
Section 1.11 - Optionee
"Optionee" shall mean a Director or Employee to whom an Option
is granted under the Plan.
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Section 1.12 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
Section 1.13 - Plan
"Plan" shall mean this Quiksilver, Inc. Stock Option Plan.
Section 1.14 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.15 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.16 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
Section 1.17 - Termination of Employment
"Termination of Employment" shall mean the time when the
employee-employer relationship between the Optionee and the Company, a Parent
Corporation or a Subsidiary is terminated for any reason, or the time when the
service of a Director (who is not an Employee) as a member of the Board is
terminated, in each case with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, removal, death or
retirement, but excluding terminations where there is a simultaneous
reemployment of the Employee by the Company, a Parent Corporation or a
Subsidiary. The Committee, in its absolute discretion, shall determine the
effect of all other matters and questions relating to Termination of
Employment, including, but not by way of limitation, the question of whether a
Termination of Employment resulted from a discharge for good cause, and all
questions of whether particular leaves of absence constitute Terminations of
Employment; provided, however, that, with respect to Incentive Stock Options, a
leave of absence shall constitute a Termination of Employment if, and to the
extent that, such leave of absence interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable Regulations and Revenue
Rulings under said Section.
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ARTICLE II
SHARES SUBJECT TO PLAN
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options shall be shares of the
Company's $.01 par value Common Stock. The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 1,420,000.
Section 2.2 - Unexercised Options
If any Option expires or is cancelled without having been
fully exercised, the number of shares subject to such Option but as to which
such Option was not exercised prior to its expiration or cancellation may again
be subject to Options granted hereunder, subject to the limitations of Section
2.1.
Section 2.3 - Changes in Company's Shares
In the event that the outstanding shares of stock subject to
Options to be granted hereunder are hereafter changed into or exchanged for a
different number or kind of shares or other securities of the Company, or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend or
combination of shares, appropriate adjustments shall be made by the Committee
in the number and kind of shares for the purchase of which Options may be
granted, including adjustments of the limitations in Section 2.1 on the maximum
number and kind of shares which may be issued on exercise of Options.
ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Except as provided in Section 3.2, any Employee of the Company
(including any Employee of the Company who is also a Director) or of any
corporation which is then a Parent Corporation or a Subsidiary shall be
eligible to be granted Options, and any Director who is not an Employee shall
be eligible to receive Non-Qualified Options.
Section 3.2 - Qualification of Incentive Stock Options
No Incentive Stock Option shall be granted unless such Option,
when granted, qualifies as an "incentive stock option" under Section 422 of the
Code.
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Section 3.3 - Granting of Options
(a) The Committee shall from time to time, in its
absolute discretion:
(i) Select from among the Employees and Directors
(including those to whom Options have been previously granted under
the Plan) such of them as shall be granted Options; and
(ii) Determine the number of shares to be subject
to such Options granted to such Employees or Directors, and, in the
case of Employees, determine whether such Options are to be Incentive
Stock Options or Non-Qualified Options; and
(iii) Determine the terms and conditions of such
Options, consistent with the Plan.
(b) Upon the selection of a Director or Employee to be
granted an Option, the Committee shall instruct the Secretary to issue such
Option and may impose such conditions on the grant of such Option as it deems
appropriate. Without limiting the generality of the preceding sentence, the
Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition on the grant of an Option to a Director or Employee,
that the Director or Employee surrender for cancellation some or all of any
unexercised Options which have been previously granted to the Director or
Employee. An Option the grant of which is conditioned upon such surrender may
have an option price lower (or higher) than the option price of the surrendered
Option, may cover the same (or a lesser or greater) number of shares as the
surrendered Option, may contain such other terms as the Committee deems
appropriate and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any other term or
condition of the surrendered Option.
ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, consistent with the Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as "incentive stock options" under Section
422 of the Code.
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Section 4.2 - Option Price
(a) The price of the shares subject to each Option shall
be set by the Committee; provided, however, that the price per share shall be
not less than 100% of the fair market value of such shares on the date such
Option is granted; and provided further, that in the case of an Incentive Stock
Option, the price per share shall not be less than 110% of the fair market
value of such shares on the date such Option is granted in the event such
Option is granted to an individual then owning (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company, any Subsidiary or any Parent Corporation.
(b) For purposes of the Plan, the fair market value of a
share of the Company's stock as of a given date shall be: (i) the closing
price of a share of the Company's stock on the principal exchange on which
shares of the Company's stock are then trading, if any, on the day previous to
such date, or, if shares were not traded on the day previous to such date, then
on the next preceding trading day during which a sale occurred; or (ii) if such
stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the stock is then listed as a
National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases)
for the stock on the day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for the stock, on the day previous to
such date, as determined in good faith by the Committee; or (iv) if the
Company's stock is not publicly traded, the fair market value established by
the Committee acting in good faith.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no
Option may be exercised in whole or in part during the first year after such
Option is granted.
(b) Subject to the provisions of Sections 4.3(a), 4.3(c),
4.3(d) and 7.3, Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Committee shall provide in the
terms of each individual Option; provided, however, that by a resolution
adopted after an Option is granted the Committee may, on such terms and
conditions as it may determine to be appropriate and subject to Sections
4.3(a), 4.3(c), 4.3(d) and 7.3, accelerate the time at which such Option or any
portion thereof may be exercised.
(c) No portion of an Option which is unexercisable at an
Employee's or Director's Termination of Employment shall thereafter become
exercisable.
(d) Notwithstanding any other provision of this Plan, in
the case of an Incentive Stock Option, the aggregate fair market value
(determined at the time the Incentive Stock Option is granted) of the shares of
the Company's stock with respect to which "incentive
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stock options" (within the meaning of Section 422 of the Code) are exercisable
for the first time by the Optionee during any calendar year (under the Plan and
all other incentive stock option plans of the Company, any Subsidiary and any
Parent Corporation) shall not exceed $100,000.
Section 4.4 - Expiration of Options
(a) No Incentive Stock Option may be exercised to any
extent by anyone after the first to occur of the following events:
(i) The expiration of ten years from the date the
Option was granted; or
(ii) In the case of an Optionee owning (within the
meaning of Section 424(d) of the Code), at the time the Option was
granted, more than 10% of the total combined voting power of all
classes of stock of the Company, any Subsidiary or any Parent
Corporation, the expiration of five years from the date the Option was
granted; or
(iii) Except in the case of any Optionee who is
disabled (within the meaning of Section 22(e)(3) of the Code), the
expiration of three months from the date of the Optionee's Termination
of Employment for any reason other than such Optionee's death unless
the Optionee dies within said three-month period; or
(iv) In the case of an Optionee who is disabled
(within the meaning of Section 22(e)(3) of the Code), the expiration
of one year from the date of the Optionee's Termination of Employment
for any reason other than such Optionee's death unless the Optionee
dies within said one-year period; or
(v) The expiration of one year from the date of
the Optionee's death.
No Non-Qualified Option may be exercised to any extent by
anyone after the expiration of ten years and one day from the date the Option
was granted.
(b) Subject to the provisions of Section 4.4(a), the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable; and (without limiting the generality
of the foregoing) the Committee may provide in the terms of individual Options
that said Options expire immediately upon a Termination of Employment for any
reason.
Section 4.5 - Consideration
In consideration of the granting of the Option, the Optionee
shall agree, in the written Stock Option Agreement, (a) if the Optionee is an
Employee, to remain in the employ of the Company, a Parent Corporation or a
Subsidiary for a period of at least one year after the
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Option is granted, or (b) if the Optionee is a Director who is not also an
Employee, to remain as a Director of the Company for a period of at least one
year after the Option is granted, unless the shareholders of the Company fail
to reelect the Director upon expiration of the Director's term of office prior
to the expiration of the one year period. Nothing in this Plan or in any Stock
Option Agreement hereunder shall confer upon any Optionee any right to continue
in the employ of the Company, any Parent Corporation or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company, its Parent
Corporations and its Subsidiaries, which are hereby expressly reserved, to
discharge any Optionee at any time for any reason whatsoever, with or without
cause.
Section 4.6 - Adjustments in Outstanding Options
In the event that the outstanding shares of the stock subject
to Options are changed into or exchanged for a different number or kind of
shares or other securities of the Company, or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend or combination of shares, the Committee shall
make an appropriate and equitable adjustment in the number and kind of shares
as to which all outstanding Options, or portions thereof then unexercised,
shall be exercisable, to the end that after such event the Optionee's
proportionate interest shall be maintained as before the occurrence of such
event. Such adjustment in an outstanding Option shall be made without change
in the total price applicable to the Option or the unexercised portion of the
Option (except for any change in the aggregate price resulting from
rounding-off of share quantities or prices) and with any necessary
corresponding adjustment in Option price per share; provided, however, that, in
the case of Incentive Stock Options, each such adjustment shall be made in such
manner as not to constitute a "modification" within the meaning of Section
424(h)(3) of the Code. Any such adjustment made by the Committee shall be
final and binding upon all Optionees, the Company and all other interested
persons.
Section 4.7 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
In its absolute discretion, and on such terms and conditions
as it deems appropriate, the Committee may provide by the terms of any Option
that such Option cannot be exercised after the merger or consolidation of the
Company with or into another corporation, the acquisition by another
corporation or person of all or substantially all of the Company's assets or
80% or more of the Company's then outstanding voting stock or the liquidation
or dissolution of the Company; and if the Committee so provides, it may, in its
absolute discretion and on such terms and conditions as it deems appropriate,
also provide, either by the terms of such Option or by a resolution adopted
prior to the occurrence of such merger, consolidation, acquisition, liquidation
or dissolution, that, for some period of time prior to such event, such Option
shall be exercisable as to all shares covered thereby, notwithstanding anything
to the contrary in Section 4.3(a), Section 4.3(b) or any installment provisions
of such Option, but subject to Section 4.3(d).
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ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only he may exercise an
Option granted to him, or any portion thereof. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under Section 4.4 or Section 4.7, be exercised by
the Optionee's personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of descent
and distribution.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
Section 4.4 or Section 4.7, such exercisable Option or portion thereof may be
exercised in whole or in part; provided, however, that the Company shall not be
required to issue fractional shares and the Committee may, by the terms of the
Option, require any partial exercise to be with respect to a specified minimum
number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary or the Secretary's office of
all of the following prior to the time when such exercisable Option or portion
thereof becomes unexercisable under Section 4.4 or Section 4.7:
(a) Notice in writing signed by the Optionee or
other person then entitled to exercise such Option or portion, stating
that such Option or portion is exercised, such notice complying with
all applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by check)
for the shares with respect to which such Option or portion is thereby
exercised; or
(ii) With the consent of the Committee,
shares of the Company's Common Stock owned by the Optionee,
duly endorsed for transfer to the Company, with a fair market
value (as determinable under Section 4.2(b)) on the date of
delivery equal to the aggregate purchase price of the shares
with respect to which such Option or portion is thereby
exercised; or
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(iii) With the consent of the Committee, a
full recourse promissory note bearing interest (at at least
such rate as shall then preclude the imputation of interest
under the Code) and payable upon such terms as may be
prescribed by the Committee. The Committee may also prescribe
the form of such note and the security to be given for such
note. No Option may, however, be exercised by delivery of a
promissory note or by a loan from the Company when or where
such loan or other extension of credit is prohibited by law;
or
(iv) Any combination of the consideration
provided in the foregoing subsections (i), (ii) and (iii); and
(c) Such representations and documents as the
Committee, in its absolute discretion, deems necessary or advisable to
effect compliance with all applicable provisions of the Securities Act
and any other federal or state securities laws or regulations. The
Committee may, in its absolute discretion, also take whatever
additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars;
and
(d) In the event that the Option or portion
thereof shall be exercised pursuant to Section 5.1 by any person or
persons other than the Optionee, appropriate proof of the right of
such person or persons to exercise the Option or portion thereof.
Section 5.4 - Conditions to Issuance of Stock Certificates
The shares of stock issuable and deliverable upon the exercise
of an Option, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the
Company. The Company shall not be required to issue or deliver any certificate
or certificates for shares of stock purchased upon the exercise of any Option
or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on
all stock exchanges, if any, on which such class of stock is then
listed; and
(b) The completion of any registration or other
qualification of such shares under any state or federal law or under
the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Committee shall,
in its absolute discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other
clearance from any state or federal governmental agency which the
Committee shall, in its absolute discretion, determine to be necessary
or advisable; and
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(d) The payment to the Company of all amounts
which it is required to withhold under federal, state or local law in
connection with the exercise of the Option; and
(e) The lapse of such reasonable period of time
following the exercise of the Option as the Committee may establish
from time to time for reasons of administrative convenience.
Section 5.5 - Rights of Shareholders
The holder of an Option or Options shall not be, nor shall
such holder have any of the rights or privileges of, a shareholder of the
Company in respect of any shares purchasable upon the exercise of any part of
the Option or Options unless and until a certificate or certificates
representing such shares have been issued by the Company to such holder.
Section 5.6 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the exercise
of an Option as it deems appropriate. Any such restriction shall be set forth
in the respective Stock Option Agreement and may be referred to on the
certificates evidencing such shares. The Committee may require the Employee or
Director to give the Company prompt notice of any disposition of shares of
stock acquired by exercise of an Incentive Stock Option within two years from
the date of grant of such Option or one year after the issuance of such shares
to such Employee or Director. The Committee may direct that the certificates
evidencing shares acquired upon exercise of an Incentive Stock Option refer to
such requirement to give prompt notice of disposition.
ARTICLE VI
ADMINISTRATION
Section 6.1 - Compensation Committee
The Compensation Committee shall consist of at least two
Directors appointed by and holding office at the pleasure of the Board.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice of resignation to the Board. Vacancies in the Committee shall be filled
by the Board.
Section 6.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and the Options and to adopt such
rules for the administration, interpretation and
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application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. Any such interpretations and rules in regard to
Incentive Stock Options shall be consistent with the basic purpose of the Plan
to grant "incentive stock options" within the meaning of Section 422 of the
Code. In its absolute discretion, the Board may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan.
Section 6.3 - Majority Rule
The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by a memorandum
or other written instrument signed by a majority of the Committee.
Section 6.4 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company and its
Officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Optionees, the Company and all other interested persons. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination or interpretation.
ARTICLE VII
OTHER PROVISIONS
Section 7.1 - Options Not Transferable
No Option or interest or right therein or part thereof shall
be subject to or liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law, by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 7.1 shall prevent transfers by will or by the applicable laws of
descent and distribution.
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Section 7.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Board
or the Committee. To the extent necessary or desirable to comply with Rule
16b-3, the Code or any other applicable law or regulation, the Company shall
obtain shareholder approval of any amendment to the Plan in such a manner and
to such a degree as required. Neither the amendment, suspension nor
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair any rights or obligations under any Option theretofore granted.
No Option may be granted during any period of suspension nor after termination
of the Plan, and in no event may any Option be granted under this Plan after
the first to occur of the following events:
(a) The expiration of ten years from the date the
Plan is adopted by the Board; or
(b) The expiration of ten years from the date the
Plan is approved by the Company's shareholders under Section 7.3.
Section 7.3 - Approval of Plan by Shareholders
This Plan will be submitted for the approval of the Company's
shareholders within 12 months after the date of the Board's initial adoption of
the Plan. Options may be granted prior to such shareholder approval; provided,
however, that such Options shall not be exercisable prior to the time when the
Plan is approved by the shareholders; and provided further, that if such
approval has not been obtained at the end of said 12-month period, all
Incentive Stock Options previously granted under the Plan shall thereupon
become Non-Qualified Options.
Section 7.4 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company, any Parent
Corporation or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company, any Parent Corporation or any Subsidiary (a) to
establish any other forms of incentives or compensation for employees of the
Company, any Parent Corporation or any Subsidiary or (b) to grant or assume
options otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
Section 7.5 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
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IN WITNESS WHEREOF, pursuant to the due authorization and
adoption of the Plan by the Board on July 17, 1987, amended effective April 4,
1991, March 26, 1993, March 18, 1994 and March 24, 1995, the Company has caused
this Plan to be duly executed by its duly authorized officers.
QUIKSILVER, INC.
By:
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Robert B. McKnight, Jr.
Chairman of the Board and Chief
Executive Officer
Date Plan approved by Stockholders: March 29, 1988
Date Plan amendments approved by Stockholders: April 4, 1991, March 26, 1993,
March 18, 1994 and March 24, 1995
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