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Exhibit 10.11
April 1, 1996
PERSONAL AND CONFIDENTIAL
Mr. Harry Hodge
Na Pali S.A.
Z.I. de Jalday
St. Jean de Luz
France 64500
Re: Employment at Quiksilver
Dear Harry:
This letter ("Agreement") will confirm our understanding and
agreement regarding your continued employment at Na Pali, S.A., a wholly owned
subsidiary of Quiksilver, Inc. ("Quiksilver"), and completely supersedes and
replaces any existing or previous oral or written understandings or agreements,
express or implied, we have had. The terms contained in this letter are
effective on and after April 1, 1996.
1. Your position will be P.D.G. of Na Pali, S.A. (the
"Company").
2. Your base salary will be $100,000FF per month, less
applicable withholdings and deductions, paid on the
Company's regular payroll dates. Your salary will be
reviewed at the time management salaries are reviewed
periodically and may be adjusted (up or down) at
Quiksilver's discretion in light of the Company's
performance, your performance, market conditions and
other factors deemed relevant by Quiksilver;
provided, however, that your base salary will not be
reduced below its initial level through March 31,
1999, should your employment continue through that
date.
3. For the fiscal year ending October 31, 1996, you
shall be eligible to receive a bonus in an amount
equal to: (1) twenty-seven and one-half percent (27
1/2%) of the bonus pool created based on the criteria
set forth on Addendum "A" attached hereto for the
time period November 1, 1995, through October 31,
1996, plus (2) fifty percent (50%) of the bonus
payable to you based upon the criteria set forth on
Addendum "B" attached hereto, for the time period
November 1, 1995, through October 31, 1996. Moreover,
should you remain employed with the Company during
fiscal years 1996-1997 and/or 1997-1998, you shall be
eligible to receive a bonus based on the criteria set
forth on Addendum "B" attached hereto, for that
portion of the fiscal year(s) during which you are so
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Mr. Harry Hodge
April 1, 1996
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employed. Any bonus earned pursuant to this paragraph
shall be paid within ten (10) days following the date
the Company publicly releases its annual audited
financial statements (the "Bonus Payment Date"). Any
bonus payment shall be less applicable withholdings
and deductions. In the event that your employment
with the Company is terminated prior to the end of
the applicable fiscal year (including by reason of
termination, resignation, disability or death), you
shall be entitled to receive a pro rata portion of
the bonus otherwise payable to you based upon the
actual number of days which you were employed by the
Company during the applicable fiscal year, which
shall be paid on the Bonus Payment Date. The Company
has made no representations or commitments regarding
the existence or components of any bonus program
should you remain employed with the Company after the
close of fiscal year 1997-1998.
4. You will accrue a maximum of 25 days of vacation each
year. Once the maximum is reached, additional
vacation accrual will cease until you have used some
vacation to fall below the maximum accrual allowed.
5. You (and any eligible dependents you elect) will be
covered by the Company's group medical insurance
program on the same terms and conditions applicable
to comparable employees. The Company reserves the
right to change, modify, or eliminate such coverage
in its discretion.
6. The amount and terms of stock options to be granted
to you will be determined by the Board of Directors
in its discretion and covered in separate agreements.
7. Notwithstanding anything to the contrary in this
Agreement or in your prior employment relationship
with the Company, express or implied, your employment
continues to be for an unspecified term, and either
you or the Company may, subject to applicable law,
terminate such employment at will and with or without
Cause at any time for any reason.
Subject to applicable law, the Company may also
terminate your employment immediately, without
notice, and without further obligation for Cause,
which shall be defined as (i) your death, (ii) your
permanent disability which renders you unable to
perform your duties and responsibilities for a period
in excess of three consecutive months, (iii) willful
misconduct in the performance of your duties, (iv)
violation of law, (v) self-dealing, (vi) willful
breach of duty, (vii) habitual neglect of
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Mr. Harry Hodge
April 1, 1996
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duty, (viii) a material breach by you of your
obligations under Paragraphs 8 or 10 of this
Agreement, or (ix) sustained unsatisfactory
performance (determined by the Chairman of the Board
of Quiksilver).
If the Company elects to terminate your employment
without Cause, or if you terminate your employment
with the Company for Good Reason (as defined below)
within six (6) months of the action constituting Good
Reason, the Company will continue to pay your base
salary (but not any bonuses or employment benefits)
on its regular payroll dates for a period of twelve
(12) months.
"Good Reason" for you to terminate employment means a
voluntary termination following a Change in Control
(as defined in Addendum "C") as a result of (i) the
assignment to you of duties materially inconsistent
with your position as set forth above without your
consent, (ii) a material change in your reporting
level from that set forth in this Agreement without
your consent, (iii) a material diminution of your
authority without your consent, (iv) a material
breach by the Company of its obligations under this
agreement, or (v) a failure by the Company to obtain
from any successor, before the succession takes
place, an agreement to assume and perform the
obligations contained in this Agreement.
8. The Company and Quiksilver own certain trade secrets
and other confidential and/or proprietary information
which constitute valuable property rights developed
through a substantial expenditure of time and money,
which are and will continue to be utilized in the
Company's and Quiksilver's business and which are not
generally known in the trade. This proprietary
information includes the list of names of the
customers and suppliers of the Company and
Quiksilver, and other particularized information
concerning the products, finances, processes,
material preferences, fabrics, designs, material
sources, pricing information, production schedules,
marketing strategies, merchandising strategies, order
forms and other types of proprietary information
relating to our products, customers and suppliers.
You agree that you will not disclose and will keep
strictly secret and confidential all trade secrets
and proprietary information of the Company and
Quiksilver, including, but not limited to, those
items specifically mentioned above.
9. The Company will reimburse you for documented
reasonable and necessary business expenses incurred
by you while engaged in business
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Mr. Harry Hodge
April 1, 1996
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activities for the Company's benefit on such terms
and conditions as shall be generally available to
other executives of the Company.
10. You will be required to observe the Company's
personnel and business policies and procedures as
they are in effect from time to time. In the event of
any conflicts, the terms of this Agreement will
control.
11. This Agreement, its addenda, and any stock option
agreements Quiksilver may enter into with you contain
the entire integrated agreement between us regarding
these issues, and no modification to this letter will
be valid unless set forth in writing and signed by
both you and the Chairman of the Board of Quiksilver.
To the fullest extent allowed by law, any dispute,
controversy or claim arising out of or relating to
this Agreement, the breach thereof, or any aspect of
your employment or the cessation thereof must be
settled exclusively by final and binding arbitration
before a single arbitrator administered by
JAMS/Endispute in Orange County, California, whose
fees and costs shall be evenly divided by the
parties. Judgment upon the award rendered by the
arbitrator may be entered in any court having
jurisdiction thereof. Quiksilver reserves the right,
however, to seek judicial provisional remedies and
equitable relief regarding any breach or threatened
breach of your obligations regarding trade secrets
and proprietary information.
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Mr. Harry Hodge
April 1, 1996
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Please sign, date and return the enclosed copy of this letter
to me for our files to acknowledge your agreement with the above.
Best personal regards.
Very truly yours,
Robert B. McKnight, Jr.
Chief Executive Officer
Enclosures
ACKNOWLEDGED AND AGREED:
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Harry Hodge
Dated Effective: April 1, 1996