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EXHIBIT 10.2
QUIKSILVER, INC.
1995 NONEMPLOYEE DIRECTORS'
STOCK OPTION PLAN
Quiksilver, Inc., a corporation organized under the laws of the State
of Delaware (the "Company"), hereby adopts this Quiksilver, Inc. 1995
Nonemployee Directors' Stock Option Plan (the "Plan"). The purpose of this Plan
is to advance the interests of the Company by enhancing its ability to attract
and retain qualified persons who are neither employees nor officers of the
Company to serve as members of the Company's Board of Directors. This Plan
provides such persons with the opportunity to become owners of capital stock of
the Company by the grant of Options to purchase Shares. Options granted
hereunder shall be "nonstatutory options," and shall not include "incentive
stock options" intended to qualify for treatment under Sections 421 and 422A of
the Internal Revenue Code of 1986, as amended.
Section 1. Definitions. As used herein, the following definitions shall
apply:
(a) "Administrator" shall mean the entity, whether the Board
or the Committee, responsible for administering this Plan, as provided in
Section 2.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(d) "Committee" shall mean the committee, if any, appointed by
the Board in accordance with Section 3(c) to administer this Plan.
(e) "Company" shall mean Quiksilver, Inc., a Delaware
corporation.
(f) "Common Stock" shall mean the Company's $.01 par value
Common Stock.
(g) "Expiration Date" shall mean the last day of the term of
an Option established under Section 5(b).
(h) "Fair Market Value" shall mean, as of the date in
question: (i) the closing price of a Share 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
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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. Such
determination shall be conclusive and binding on all persons.
(i) "Nonemployee Director" shall mean any person who is a
member of the Board but is not an employee or officer of the Company or any
Parent or Subsidiary of the Company and, if such person has been an employee or
officer of the Company or any Parent or Subsidiary of the Company during the
preceding twelve months, such person has not been granted or awarded any equity
securities of the Company pursuant to any other plan of the Company or any
Parent or Subsidiary during such twelve month period. Service as a director does
not in itself constitute employment for purposes of this definition.
(j) "Option" shall mean a stock option granted pursuant to
this Plan. Each Option shall be a nonstatutory option not intended to qualify as
an incentive stock option within the meaning of Section 422A of the Code.
(k) "Option Agreement" shall mean the written agreement
described in Section 5 evidencing the grant of an Option to a Nonemployee
Director and containing the terms, conditions and restrictions pertaining to
such Option.
(l) "Option Shares" shall mean the Shares subject to an Option
granted under this Plan.
(m) "Optionee" shall mean a Nonemployee Director who holds an
Option.
(n) "Plan" shall mean this Quiksilver, Inc. 1995 Nonemployee
Directors' Stock Option Plan, as it may be amended from time to time.
(o) "Section," unless the context clearly indicates otherwise,
shall refer to a Section of this Plan.
(p) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 7.
(q) "Subsidiary" shall mean a "subsidiary corporation" of the
Company, whether now or hereafter existing, within the meaning of Section 425(f)
of the Code, but only for so long as it is a "subsidiary corporation."
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Section 2. Administration.
(a) The Board shall administer this Plan, including
implementing and overseeing (i) all necessary actions in connection with the
delivery of Option Agreements evidencing Option grants under this Plan, (ii) the
exercise or termination of Options pursuant to the terms of this Plan, and (iii)
the interpretation of the provisions of this Plan and any Option granted under
this Plan. The Board shall adopt by resolution such rules and regulations as may
be required to carry out the purposes of this Plan and shall have authority to
do everything necessary or appropriate to administer this Plan. All decisions,
determinations and interpretations of the Board shall be final and binding on
all Optionees.
(b) The Board may delegate administration of the Plan to a
Committee of no less than two directors appointed by the Board. The Board may
from time to time remove members from, or add members to, the Committee, and
vacancies on the Committee shall be filled by the Board. Furthermore, the Board
at any time by resolution may abolish the Committee and revest in the Board the
administration of this Plan. (For purposes of this Plan document, the term
"Administrator" shall mean the Board or, to the extent that the Board's powers
have been delegated to the Committee, the Committee.)
(c) All decisions, interpretations and other actions of the
Administrator shall be final and binding on all persons. No member of the
Committee or Board shall be liable for any action that he or she has taken or
failed to take in good faith with respect to this Plan or any Option.
Section 3. Eligibility and Consideration. Only Nonemployee Directors
may receive Options under this Plan. In consideration of the granting of the
Option, the Optionee shall agree in the written Option Agreement to remain as a
director of the Company for a period of at least one year after the Option is
granted, unless the stockholders 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.
Section 4. Shares Subject to Plan.
(a) Aggregate Number. Subject to Section 7 (relating to
adjustments upon changes in Shares), the Shares which may be issued upon
exercise of Options shall not exceed in the aggregate 140,000 Shares. Shares
issued under this Plan may be unissued Shares or reacquired Shares. The number
of Shares that are subject to Options at any time under the Plan shall not
exceed the number of Shares that then remain available for issuance under the
Plan. The Company, during the term of the Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of the Plan. If any
Option shall for any reason terminate or expire without having been exercised in
full, the Shares allocable to the unexercised portion of such option shall be
available again for the purpose of this Plan.
(b) No Rights as a Stockholder. An Optionee shall have no
rights as a stockholder with respect to any Shares covered by his or her Option
until the issuance (as
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evidenced by the appropriate entry on the books of the Company or its duly
authorized transfer agent) of a stock certificate evidencing such Shares.
Subject to Section 7, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions, or
other rights for which the record date is prior to the date the certificate is
issued.
Section 5. Grant of Options.
(a) Option Grants Upon Election to the Board. Each Nonemployee
Director on the date the Plan is approved by the Board of Directors and each
Nonemployee Director who is first elected to the Board of Directors thereafter
shall be automatically granted on such date, an Option to purchase 20,000 shares
at an exercise price per share equal to the Fair Market Value of the Shares as
of such date of approval or election, as applicable; provided, however, that all
such grants made prior to approval of the Plan by the stockholders of the
Company shall be subject to and conditioned upon obtaining such stockholder
approval.
(b) Terms; Vesting. Subject to the other provisions of this
Plan, each Option granted pursuant to this Plan shall be for a term of ten
years. Each Option granted under this Section 5 shall become exercisable with
respect to one-fourth of the number of Shares covered by such Option on the
first, second, third and fourth anniversary of the date such Option was granted,
so that such Option shall be fully exercisable beginning on such fourth
anniversary of the date the Option was granted.
(c) Limitation on Other Grants. The Administrator shall have
no discretion to grant Options under this Plan other than as set forth in
Section 5(a).
(d) Option Agreement. As soon as practicable after the grant
of an Option, the Optionee and the Company shall enter into a written Option
Agreement which specifies the date of grant, the number of Option Shares, the
option price, and the other terms and conditions applicable to the Option.
(e) Transferability. No Option shall be transferable otherwise
than by will or the laws of descent and distribution, and an Option shall be
exercisable during the Optionee's lifetime only by the Optionee.
(f) Limits on Exercise. Subject to the other provisions of
this Plan, an Option shall be exercisable in such amounts as are specified in
the Option Agreement.
(g) Exercise Procedures. To the extent the right to purchase
Shares has accrued, Options may be exercised, in whole or in part, from time to
time, by written notice from the Optionee to the Company stating the number of
Shares being purchased, accompanied by payment of the exercise price for the
Shares, and other applicable amounts, as provided in Section 6.
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(h) Expiration of Options. No 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) 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
termination of service by Optionee as a director of the
Company for any reason other than such Optionee's death unless
the Optionee dies within said three-month period; or
(iii) 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 termination of
service by Optionee as a director of the Company for any
reason other than such Optionee's death unless the Optionee
dies within said one-year period; or
(iv) The expiration of one year from the date of
Optionee's death.
Section 6. Payment upon Exercise of Options.
(a) Purchase Price. The purchase price of Shares issued under
this Plan shall be paid in full at the time an Option is exercised.
(b) Form of Consideration. Optionees may make all or any
portion of any payment due to the Company upon exercise of an Option by delivery
of cash or any Shares or other securities of the Company, so long as such Shares
or other securities constitute valid consideration for the stock under
applicable law and are surrendered in good form for transfer; provided, however,
that Options may not be exercised by the delivery of Shares or other securities
of the Company more frequently than at six-month intervals. Shares or other
securities delivered upon exercise shall be valued at their Fair Market Value on
the delivery date.
(c) Taxes. Irrespective of the form of payment made for
exercise of an Option, exercise shall be conditioned upon payment in cash to the
Company by the Optionee of all local, state and federal withholding taxes
applicable, in the Administrator's judgment, to the exercise of the Option.
Section 7. Adjustment of Shares.
(a) Changes in Capital Structure. Subject to Section 7(b), if
the outstanding Shares 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 a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, combination of securities or stock dividend, the
total
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number and/or kind of securities for the purchase of which Options may be
granted under this Plan, and the number and/or kind of securities as to which
Options (or portions thereof) are outstanding, shall be adjusted proportionately
by the Administrator. Any adjustment in an outstanding Option shall be made
without change in the total exercise price applicable to the unexercised portion
of such Option and with a corresponding adjustment in the exercise price per
Share. Any adjustment under this Section 7(a) shall be subject to the provisions
of the Company's Certificate of Incorporation, as amended, and applicable law.
Any such adjustment shall be final and binding upon all Optionees, the Company
and all other interested persons.
(b) Reorganization and Other Transactions. In its absolute
discretion, and on such terms and conditions as it deems appropriate, the
Administrator 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 Administrator 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 5.
Section 8. No Right to Directorship. Neither, this Plan nor any Option
granted hereunder shall confer upon any Optionee any right with respect to
continuation of the Optionee's membership on the Board or shall interfere in any
way with provisions in the Company's Certificate of Incorporation and Bylaws
relating to the election, appointment, terms of office, and removal of members
of the Board.
Section 9. Legal Requirements. The Company shall not be obligated to
offer or sell any Shares upon exercise of any Option unless the Shares are at
that time effectively registered or exempt from registration under the federal
securities laws and the offer and sale of the Shares are otherwise in compliance
with all applicable securities laws and the regulations of any stock exchange on
which the Company's securities may then be listed. The Company shall have no
obligation to register the securities covered by this Plan under the federal
securities laws or take any other steps as may be necessary to enable the
securities covered by this Plan to be offered and sold under federal or other
securities laws. Upon exercising all or any portion of an Option, an Optionee
may be required to furnish representations or undertakings deemed appropriate by
the Company to enable the offer and sale of the Shares or subsequent transfers
of any interest in the Shares to comply with applicable securities laws.
Certificates evidencing Shares acquired upon exercise of Options shall bear any
legend required by, or useful for purposes of compliance with, applicable
securities laws, this Plan or the Option Agreements.
Section 10. Duration and Amendments.
(a) Duration. This Plan shall become effective on March 24,
1995, subject to the approval of the Company's stockholders. This Plan and any
Options granted hereunder
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shall be null and void if such approval is not obtained. This Plan shall
terminate automatically on March 23, 2005, and may be terminated on any earlier
date pursuant to Section 10(b).
(b) Amendment; Termination. 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; provided, however, that the
provisions of this Plan shall not be amended more than once every six months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder. 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 stockholder 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.
(c) Effect of Amendment or Termination. No Shares shall be
issued or sold under this Plan after the termination hereof, except upon
exercise of an Option granted before termination. Termination or amendment of
this Plan shall not affect any Shares previously issued and sold or any Option
previously granted under this Plan.
Date Plan approved by Board: March 24, 1995
Date Plan approved by Shareholders: March 22, 1996
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NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated __________________ , 199__, is made
by and between Quiksilver, Inc., a Delaware corporation (the "Company"),
and __________________________ a non-employee director of the Company
(the "Director").
WHEREAS, the Company wishes to afford the Director the
opportunity to purchase shares of its Common Stock; and
WHEREAS, the Company wishes to carry out the Quiksilver, Inc.
1995 Nonemployee Directors' Stock Option Plan (the "Plan") a copy of which is
delivered herewith and the terms of which are hereby incorporated by reference
and made a part of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used but not defined herein shall have the
meaning specified in the Plan. The masculine pronoun shall include the feminine
and neuter, and the singular the plural, where the context so indicates.
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
In consideration of the Director's agreement to continue in
his service to the Company, and for other good and valuable consideration, on
the date hereof the Company irrevocably grants to the Director the option to
purchase any part or all of an aggregate of 20,000 Shares of its Common Stock
upon the terms and conditions set forth in this Agreement; provided, however,
that the grant of this Option is subject to and conditioned upon stockholder
approval of the Plan. The Plan and this Option shall be null and void if such
approval is not obtained.
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Section 2.2 - Purchase Price
The purchase price of the Shares of Common Stock covered by
the Option shall be $ _________ per share without commission or other charge.
Section 2.3 - Consideration to Company
In consideration of the granting of this Option by the
Company, the Director agrees to render faithful and efficient services to the
Company, with such duties and responsibilities as the Board of Directors shall
from time to time prescribe, for a period of at least one year from the date
this Option is granted, unless the stockholders 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 Agreement or in the Plan
shall confer upon the Director any right to continue serving in a directorship
position of the Company or shall interfere with or restrict in any way the
rights of the stockholders of the Company, which are hereby expressly reserved,
to remove the Director pursuant to provisions therefor in the charter or bylaws
of the Company.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 - Commencement of Exercisability
The Option shall become exercisable in four cumulative
installments as follows:
(a) The first installment shall consist of twenty
percent (25%) of the Shares covered by the Option and shall become
exercisable on the first anniversary of the date the Option is granted.
(b) The second installment shall consist of twenty
percent (25%) of the Shares covered by the Option and shall become
exercisable on the second anniversary of the date the Option is
granted.
(c) The third installment shall consist of twenty
percent (25%) of the Shares covered by the Option and shall become
exercisable on the third anniversary of the date the Option is granted.
(d) The fourth installment shall consist of twenty
percent (25%) of the Shares covered by the Option and shall become
exercisable on the fourth anniversary of the date the Option is
granted.
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Section 3.2 - Expiration of Option
The Option may not be exercised to any extent by the Director
after the first to occur of the events set forth in Section 5(h) of the Plan.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Director, only he may exercise the
Option or any portion thereof. After the death of the Director, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable, be exercised by the Director's personal representative or by any
person empowered to do so under the Director's will or under the then applicable
laws of descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable; provided,
however, that each partial exercise shall be for not less than 100 Shares.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company or the Secretary's
office of all of the following prior to the time when the exercisable Option or
portion thereof becomes unexercisable:
(a) Notice in writing signed by the Director or such
other person then entitled to exercise the Option or portion thereof,
stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the
Administrator; and
(b) (i) Full payment (in cash or by check) for
the Shares with respect to which such Option or portion is exercised;
or
(ii) With the consent of the Administrator,
Shares of the Company's Common Stock owned by the Director duly
endorsed for transfer to the Company with a Fair Market Value on the
date of delivery equal to the aggregate purchase price of the Shares
with respect to which such Option or portion is exercised; or
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(iii) Any combination of the consideration
provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation and agreement,
in a form satisfactory to the Administrator, signed by the Director or
other person then entitled to exercise such Option or portion thereof,
stating that the Shares of stock are being acquired for his or her own
account, for investment and without any present intention of
distributing or reselling said Shares or any of them except as may be
permitted under the Securities Act of 1933, as amended (the "Securities
Act"), and then applicable rules and regulations thereunder, and that
the Director or other person then entitled to exercise such Option or
portion thereof will indemnify the Company against and hold it free and
harmless from any loss, damage, expense or liability resulting to the
Company if any sale or distribution of the Shares by such person is
contrary to the representation and agreement referred to above. The
Administrator may, in its absolute discretion, take whatever additional
actions it deems appropriate to insure the observance and performance
of such representation and agreement and to effect compliance with the
Securities Act and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing, the
Administrator may require an opinion of counsel acceptable to it to the
effect that any subsequent transfer of Shares acquired on an Option
exercise does not violate the Securities Act, and may issue
stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of this Option shall bear an
appropriate legend referring to the provisions of this subsection (c)
and the agreements herein. The written representation and agreement
referred to in the first sentence of this subsection (c) shall,
however, not be required if the Shares to be issued pursuant to such
exercise have been registered under the Securities Act, and such
registration is then effective in respect of such Shares; and
(d) Full payment to the Company of all amounts which
it is required to withhold under federal, state or local law upon
exercise of the Option; and
(e) In the event the Option or portion shall be
exercised pursuant to Section 4.1 by any person or persons other than
the Director, appropriate proof of the right of such person or persons
to exercise the Option or portion thereof.
Section 4.4 - Conditions to Issuance of Stock Certificates
The Shares deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such Shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon the exercise
of the 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
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(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 Administrator 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 Administrator
shall, in its absolute discretion, determine to be necessary or
advisable; and
(d) The payment to the Company of all amounts which
it is required to withhold under federal, state or local law upon
exercise of the Option; and
(e) The lapse of such reasonable period of time
following the exercise of the Option as the Administrator may from time
to time establish for reasons of administrative convenience.
Section 4.5 - Rights as Shareholder
The holder of the Option shall not be, nor shall such holder
have any of the rights of privileges of, a stockholder of the Company in respect
of any Shares purchasable upon the exercise of any part of the Option unless and
until a certificate or certificates representing such Shares shall have been
issued by the Company to such holder.
ARTICLE V
OTHER PROVISIONS
Section 5.1 - Administration
The Administrator shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall
be final and binding upon the Director, the Company and all other interested
persons.
Section 5.2 - Option Not Transferable
Neither the Option nor any interest or right therein or part
thereof shall be subject to or liable for the debts, contracts or engagements of
the Director 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
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and of no effect; provided, however, that this Section 5.2 shall not prevent
transfers by will or by the applicable laws of descent and distribution.
Section 5.3 - Shares to Be Reserved
The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Agreement.
Section 5.4 - Notices
Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Director shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Director shall, if
the Director is then deceased, be given to the Director's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.
Section 5.5 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Construction
This Agreement shall be administered, interpreted and enforced
under the laws of the State of California.
Section 5.7 - The Plan
A copy of the Plan has been delivered to the Director, and
receipt of such copy is hereby expressly acknowledged by the Director. This
Agreement hereby incorporates by reference said Plan document and all of the
terms and conditions of the Plan as the same may be amended from time to time
hereafter in accordance with the terms thereof. The terms of this Agreement
shall in no manner limit or modify the controlling provisions of the Plan, and
in the
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case of any conflict between the provisions of the Plan and this Agreement, the
provisions of the Plan shall be controlling and binding upon the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
QUIKSILVER, INC.
By
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Chief Executive Officer
By
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Secretary
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Director
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Address
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