8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
February 8, 2011

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-14229
(Commission File Number) 33-0199426
(IRS Employer Identification Number)

15202 Graham Street, Huntington Beach, CA
(Address of principal executive offices) 92649
(Zip Code)

Registrant’s telephone number, including area code:
(714) 889-2200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 8, 2011, the Board of Directors (the “Board”) of Quiksilver, Inc. (the “Company”), upon recommendation by the Compensation Committee of the Board, approved the adoption of the Quiksilver, Inc. Incentive Compensation Plan (the “Plan”). The Plan represents an opportunity for cash bonus compensation for the Company’s executive officers.

     Under the terms of the Plan, the Compensation Committee will determine, in its discretion, those executive officers of the Company eligible to participate. Incentive targets will be expressed as a percentage of each participant’s annual base salary as determined by the Committee. Performance will be measured based upon achievement of one or more Company or individual targets, and may include without limitation targets relating to a participant’s area of direct responsibility and/or the participant’s next highest level of responsibility, as determined by the Committee in its discretion. The Plan periods will be determined by the Committee. The Committee will have discretion to reduce or eliminate any participant’s right to a bonus payment at any time and for any reason. In order to receive payment of any bonus under the Plan, the participant must be employed on the bonus payment date, except that if the participant retires, dies or terminates employment as a result of permanent disability, the participant will be entitled to a payment based on actual performance in accordance with the terms of the Plan and pro-rated based on the length of the participant’s service during the applicable Plan period, unless otherwise determined by the Compensation Committee. Payment of bonuses will generally be made within sixty days after the end of the Plan period for which it is earned, but in no event will payments be made later than March 15 of the year following the year in which payment is earned.

     The Compensation Committee has the authority to set performance targets and measureable personal objectives for all Plan participants for each Plan period and will ultimately determine whether a participant will receive compensation under the Plan.

     The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the Quiksilver, Inc. Incentive Compensation Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
	10.1	Quiksilver, Inc. Incentive Compensation Plan

Page 2

SIGNATURES

     Pursuant 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 hereunto duly authorized.

Dated: February 9, 2011	Quiksilver, Inc. (Registrant)
	By:	/s/ Joseph Scirocco
		Joseph Scirocco
		Chief Financial Officer and Chief Operating Officer

Page 3

Index to Exhibits

Exhibit No.		Exhibit Title or Description
	10.1	Quiksilver, Inc. Incentive Compensation Plan

Page 4

EX-10.1

Exhibit 10.1

Quiksilver, Inc.

Incentive Compensation Plan

I.	INTRODUCTION
	This plan represents an opportunity for cash bonus compensation for Quiksilver, Inc.’s (the “Company”) executive officers.
II.	MEASUREMENT CRITERIA
	Incentive targets are expressed as a percentage of each participant’s annual base salary as determined by the Compensation Committee.
	Financial performance is measured based on achievement of one or more Company or individual targets, and may include without limitation targets relating to a participant’s area of direct responsibility and/or such participant’s next highest level of responsibility, all as determined by the Compensation Committee in its discretion. For example, certain executive officers may be incentivized principally on the basis of consolidated financial results, while others may be incentivized to achieve some combination of regional and consolidated financial results.
	For the avoidance of doubt, the Compensation Committee shall have discretion to reduce or eliminate any participant’s right to a bonus payment hereunder at any time, and for any reason.
	The plan period will correspond to the fiscal year of the Company or such other period(s) as determined by the Compensation Committee.
III.	TIMING OF PAYMENT
	Payments will be calculated on an annual basis or such other times as determined in the discretion of the Compensation Committee. Every effort will be made to issue payment within 60 days after the end of the plan period for which such payment is earned, provided, however, that in no event will payments be made later than March 15 of the year following the year in which the payment is earned. Except as provided in Section IV below, the participant must be employed on the payment date in order to receive his or her payment.
IV.	ELIGIBILITY

a.	Participation: The Compensation Committee shall determine, in its discretion, those executive officers who are eligible to participate in the plan.
b.	Service Requirements:

i. In the event that a participant’s employment is terminated for any reason other than as provided in (ii) below or as otherwise provided in a

participant’s employment agreement with the Company, prior to the applicable payment date, the participant will forfeit his or her rights to any payments under the plan.

ii. If the participant retires, dies or terminates employment by reason of his or her permanent disability, unless otherwise determined by the Compensation Committee, the participant will be entitled to a payment based on actual performance in accordance with the terms of the plan and prorated based on the length of the participant’s service during the applicable plan period. Any such payments will be made as provided in Section III above.

V.	ADMINISTRATION APPROVALS
	As described above, incentive compensation for participants for each plan period will be determined in the discretion of the Compensation Committee. The Compensation Committee shall have the authority to set performance targets and measurable personal objectives for all participants for each plan period and to make the ultimate determination as to whether a participant will receive cash compensation under the plan.
VI.	LIMITATIONS AND RESTRICTIONS
	In accepting payment under this plan, the participant acknowledges that: (a) this plan, and the right to any payment hereunder, may be terminated, amended or modified at any time by the Compensation Committee without prior notice to participants; (b) the grant of a payment is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future payments, if any, will be at the sole discretion of the Compensation Committee; (d) in consideration of the grant of payment under this plan, no claim or entitlement to compensation or damages shall arise from the loss of payment resulting from termination of the participant’s active employment and the participant irrevocably releases the Company from any such claim that may arise; and (e) payment under this plan does not constitute an express or implied promise of continued engagement as an employee and shall not interfere with the participant’s right or the Company’s right to terminate the participant’s employment at any time for any or no reason.
VII.	RESPONSIBILITY FOR TAXES
	Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding related to the payment under this plan (“Tax-Related Items”), the participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the participant’s responsibility and the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items and (b) does not commit to structure the terms of the payment under this plan to reduce or eliminate the participant’s liability for Tax-Related Items. The participant authorizes the Company to withhold all applicable Tax-Related Items legally payable by the participant from his or her wages or other cash compensation paid to the participant.