Form 8-K

0001193125-12-467509.txt : 20121113 0001193125-12-467509.hdr.sgml : 20121112 20121113163314 ACCESSION NUMBER: 0001193125-12-467509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14229 FILM NUMBER: 121199177 BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 8-K 1 d441274d8k.htm FORM 8-K Form 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): November 13, 2012

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-14229

33-0199426

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


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

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

Not Applicable

(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:

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

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

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

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

Item 8.01.

Other Events.

This Report on Form 8-K describes certain restricted stock units or “RSUs” granted by Quiksilver, Inc. (the “Company”) in June 2011 to three of the Company’s named executive officers (Robert B. McKnight, Jr., Craig Stevenson and Pierre Agnes), certain recent legal challenges made to such grants and related actions recently taken by the Company. Our Board of Directors was fully informed and agreed with these grants when made and agrees with these grants today. Our Board’s position is based, among other things, on the fact that the grants are structured so that they vest only upon a substantial increase in the price of the Company’s common stock that will benefit all of the Company’s stockholders. Messrs. McKnight, Stevenson and Agnes have not, except in connection with the actions described below, received any equity awards since the June 2011 grants.

Background. On June 13, 2011, the Compensation Committee of the Company’s Board of Directors granted RSUs to certain Company employees. The grants were made under our 2000 Stock Incentive Plan (“the Plan”) and Messrs. McKnight, Stevenson and Agnes received 2,000,000, 1,000,000 and 1,000,000 RSUs, respectively (the “June 2011 Grants”).

The Compensation Committee structured the June 2011 Grants so that a substantial increase in the Company’s stock price is a prerequisite to vesting. Our stock price on the date of the June 2011 Grants was $4.65 per share. By their terms, the June 2011 Grants vest if during any consecutive thirty (30) day period the weighted average per-share trading price of our common stock equals or exceeds $12.50. Upon vesting, the shares of common stock subject to the RSUs will be immediately issued to the grantee. The June 2011 Grants also provide that if the price threshold was achieved prior to the first anniversary of the grant date, the June 2011 Grants would not vest until the first anniversary of the grant date. Because the price threshold has not yet been achieved, none of the June 2011 Grants has vested at this time. The June 2011 Grants also vest in the event of a change of control (as such event is described in the form of RSU award agreement used under the Plan) to which the holders of our common stock become entitled to receive per-share consideration having a value equal to or greater than $9.28. Additionally, except as described below, vesting of the June 2011 Grants requires continued service of each executive officer through the applicable vesting date. The June 2011 Grants terminate if they do not vest prior to November 1, 2016.

In the event that an executive officer ceases to provide service to us due to his or her death, permanent disability, retirement or termination by us other than for misconduct (as such events are described in the form of RSU award agreement used under the Plan), then the executive officer is entitled to retain a portion of the June 2011 Grants equal to the product of (i) the total number of RSUs granted to such person; and (ii) a fraction, the numerator of which is the number of whole months which have passed since the original grant date of such award (June 13, 2011) and the denominator of which is 64. The retained portion, if any, of the June 2011 Grants would remain subject to the share price vesting requirements. In the event that an executive officer voluntarily resigns or is terminated for misconduct then all such executive officer’s June 2011 Grants will be cancelled and forfeited without any consideration.

Recent Legal Actions. Recently, two purported stockholder derivative actions have been filed against the Company alleging, among other things, that the Company awarded a portion of the June 2011 Grants in excess of certain limitations in the Plan (the “162(m) Limit”). Specifically, the actions seek, among other things, a declaration that the June 2011 Grants in excess of the 162(m) Limit were not authorized and should be rescinded.

The Company believes that the full amount of the June 2011 Grants were valid when made as the 162(m) Limit was not intended by our Board of Directors or the Compensation Committee (as evidenced by the June 2011 Grants) to apply to awards that were not intended to be exempt from Section 162(m) of the Internal Revenue Code (the “Code”) and not designed to be deductible by the Company for tax purposes. In February 2012, our Board of Directors formally amended the Plan to clarify that the 162(m) Limit did not apply to any award not intended to be exempt from Section 162(m) of the Code. In adopting the Plan amendment, our Board of Directors provided it was effective as of June 13, 2011 (the date of the June 2011 Grants). A copy of the Plan amendment is filed as an exhibit to this Report on Form 8-K.

Company Actions Taken. In order to remove any doubt regarding the June 2011 Grants, the Company and the affected executives have taken the actions described below.

Each of the executives has surrendered, and the Company cancelled, RSUs granted in June 2011 in excess of the 162(m) Limit. Specifically, Messrs. McKnight, Stevenson and Agnes surrendered 1,200,000, 200,000 and 200,000 of the RSUs they received in the June 2011 Grants.

On November 13, 2012, the Compensation Committee granted to Messrs. McKnight, Stevenson and Agnes 1,200,000, 200,000 and 200,000 RSUs, respectively (the “November 2012 Grants”). The terms of the November 2012 Grants are the same as the terms of the June 2011 Grants, except that (i) the June 13, 2012 earliest vesting date concept contained in the June 2011 Grants, as described above, does not apply to the November 2012 Grants, and (ii) the forfeiture limitation provision contained in the June 2011 Grants, as described above, has been modified to credit the executives for time elapsed since June 13, 2011. As with the June 2011 Grants, the November 2012 Grants are not intended to be exempt from Section 162(m) of the Code and are not designed to be deductible by the Company for tax purposes.

As noted above, our Board of Directors was fully informed and agreed with these grants when made and agrees with these grants today. The June 2011 Grants and the November 2012 Grants are structured so that they vest only upon a substantial increase in the price of the Company’s common stock that will benefit all of the Company’s stockholders.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Amendment to the Quiksilver, Inc. 2000 Stock Incentive Plan

10.2		Form of Letter Agreement for the Surrender, Cancellation and Amendment of Restricted Stock Unit Award

10.3		Form of Restricted Stock Unit Agreement for November 2012 Grants

SIGNATURE

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.


Quiksilver, Inc. (Registrant)

By:	/s/ Richard Shields
	Name:	Richard Shields
	Title:	Chief Financial Officer

Date: November 13, 2012

EXHIBIT INDEX


Exhibit Number		Description

10.1		Amendment to the Quiksilver, Inc. 2000 Stock Incentive Plan

10.2		Form of Letter Agreement for the Surrender, Cancellation and Amendment of Restricted Stock Unit Award

10.3		Form of Restricted Stock Unit Agreement for November 2012 Grants

EX-10.1 2 d441274dex101.htm AMENDMENT TO THE QUIKSILVER, INC. 2000 STOCK INCENTIVE PLAN Amendment to the Quiksilver, Inc. 2000 Stock Incentive Plan

Exhibit 10.1

AMENDMENT TO THE

2000 STOCK INCENTIVE PLAN

This amendment (the “Amendment”) to the 2000 Stock Incentive Plan, as amended and restated through March 22, 2011 (the “Plan”), is made and entered into effective as of June 13, 2011. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

WHEREAS, the Board of Directors of Quiksilver, Inc. desires to amend the Plan;

NOW, THEREFORE, the Plan shall be amended as follows:

1. Amendment to Section 1.5(B)

The first sentence of Section 1.5(B) of the Plan is hereby amended to read:

No one person participating in the Plan may receive Awards for more than 800,000 shares of Common Stock in the aggregate per calendar year; provided, however, that this limit shall not apply to any Award which is not intended to be exempt from Section 162(m) of the Code.

2. Effect on the Plan. Except as specifically amended by this Amendment, the Plan shall remain in full force and effect.

3. Headings. Headings to sections herein are inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Amendment.

4. Governing Law. This Amendment shall be governed by and construed according to the laws of the State of California without regard to its principles of conflict of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendment be executed as of the date first above written.


COMPANY

By:
		Name:
		Title:

EX-10.2 3 d441274dex102.htm FORM OF LETTER AGREEMENT FOR THE SURRENDER, CANCELLATION AND AMENDMENT OF RESTRI Form of Letter Agreement for the Surrender, Cancellation and Amendment of Restri

Exhibit 10.2

[Quiksilver, Inc. Letterhead]

November , 2012

[Name]

[Address]

Dear [Name]:

Re:

Surrender, Cancellation and Amendment of Quiksilver, Inc. Restricted Stock Unit Award

On June 13, 2011, you were granted a restricted stock unit award (the “June 2011 Grant”) with respect to [ ] shares of common stock of Quiksilver, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Company’s 2000 Stock Incentive Plan, as amended and restated (the “Plan”). The purpose of this letter is to set forth our agreement as to the surrender and cancellation of a portion of the June 2011 Grant, and the corresponding amendment of the related award agreement, a copy of which is attached hereto as Exhibit A (the “June 2011 RSU Agreement”).

As you know, the Board of Directors of the Company (the “Board”) previously amended the Plan in February 2012 to clarify that the individual share limit under the Plan, which provides that no one person participating in the Plan may receive awards under the Plan for more than 800,000 shares of the Company’s common stock in the aggregate during any one calendar year period (this annual limit is referred the “162(m) Limit”), does not apply to awards that are intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986. In adopting this amendment to the Plan, the Board expressly provided that it was effective as of June 13, 2011, which is the date of grant of the June 2011 Grant. As we have discussed, the June 2011 Grant was valid when made and remains valid today, but to remove any doubt raised by two purported stockholder derivative actions recently filed against the Company regarding the June 2011 Grant, you have agreed to surrender to the Company for cancellation that portion of the June 2011 Grant which exceeded the 162(m) Limit, which excess portion, in your case, equals [ ] restricted stock units (the “Surrendered RSUs”). Each of the Surrendered RSUs is hereby voluntarily surrendered by you and cancelled by the Company.

This letter agreement also serves to amend your June 2011 RSU Agreement, effective immediately, to reduce the number of restricted stock units under the June 2011 RSU Agreement from [ ] to 800,000. You agree that you have no further rights with respect to the Surrendered RSUs.

Please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter agreement where indicated below and returning the signed copy to me.

Sincerely,

[Name]

[Title]


Acknowledged and Agreed:

By:
		[Name]

EXHIBIT A

JUNE 2011 RSU AGREEMENT

(See attached)

F O R M

QUIKSILVER, INC.

RESTRICTED STOCK UNIT AGREEMENT

(Employee Grant)


Participant:

Grant Date:		June 13, 2011

Number of Restricted
Stock Units Granted:

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of June 13, 2011 (the “Grant Date”) is entered into by and between Quiksilver, Inc., a Delaware corporation (the “Corporation”), and the Participant specified above, pursuant to the Restricted Stock Unit Program under the Quiksilver, Inc. amended and restated 2000 Stock Incentive Plan (the “Plan”). Capitalized terms used herein and not otherwise defined in the attached Appendix or elsewhere herein shall have the meaning assigned to such terms in the Plan.

NOW, THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an aggregate of stock units (the “Restricted Stock Units”). As used herein, the term “restricted stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock solely for purposes of the Plan and this Agreement.

2. Vesting and Delivery of Shares.

(a) Vesting. Subject to Section 8 below, 100% of the Restricted Stock Units shall vest, and the shares of Common Stock subject to the Restricted Stock Units shall immediately be issued to the Participant, if during any consecutive thirty (30) day period the weighted average per-share trading price of the Corporation’s Common Stock (as reported on the New York Stock Exchange or any other established stock exchange or national market system on which shares of Common Stock are then listed, if not listed on the New York Stock Exchange) equals or exceeds $12.50 (the “Performance Vesting Target”). Notwithstanding the foregoing, in the event the Performance Vesting Target is attained prior to the 12-month anniversary of the Grant Date, the Restricted Stock Units shall become vested, and shares of Common Stock subject to the Restricted Stock Units shall be issued to the Participant, on the 12-month anniversary of the Grant Date; provided, however, that if the Participant’s Service is terminated

by the Corporation for Misconduct or the Participant voluntarily resigns from Service to the Corporation (or a Parent or Subsidiary) for any reason other than Retirement, death or Permanent Disability prior to the 12-month anniversary of the Grant Date, the Restricted Stock Units shall be cancelled and forfeited to the Corporation for no consideration.

(b) Acceleration of Vesting Upon Certain Events. Immediately prior to the consummation of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock become entitled to receive per-share consideration having a value equal to or greater than $9.28 (the “Threshold Price”), 100% of the Restricted Stock Units shall immediately vest, and the shares of Common Stock subject to the Restricted Stock Units shall immediately be issued to the Participant. Upon the consummation of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock of the Corporation become entitled to receive per-share consideration less than the Threshold Price, the Restricted Stock Units shall only vest, and restrictions shall only lapse, in the sole discretion of the Board. For the avoidance of doubt, in the event of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock become entitled to receive per-share consideration less than the Threshold Price and the Board does not exercise its discretion to cause the Restricted Stock Units to vest, this Agreement shall terminate and the Restricted Stock Units shall be cancelled and forfeited to the Corporation for no consideration.

(c) The date on which the Performance Vesting Target is attained and the time immediately prior to a Corporate Transaction or Change in Control in which the Threshold Price is attained are each referred to respectively herein as the “Vesting Date.”

3. Termination of Agreement. In the event that, prior to November 1, 2016, neither the Performance Vesting Target is attained nor is a Corporate Transaction or Change in Control consummated in which the Threshold Price is attained, this Agreement shall terminate and the Restricted Stock Units shall be cancelled and forfeited to the Corporation for no consideration.

4. Continuance of Service. Except as provided in Section 8, vesting of the Restricted Stock Units requires continued Service of the Participant from the Grant Date through the applicable Vesting Date as a condition to the vesting of the Restricted Stock Units and the rights and benefits under this Agreement. Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation (or any Parent or Subsidiary), interferes in any way with the right of the Corporation (or any Parent or Subsidiary) at any time to terminate such employment or services, or affects the right of the Corporation (or any Parent or Subsidiary) to increase or decrease the Participant’s other compensation or benefits. Nothing in this section, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.

5. Dividend and Voting Rights. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights and no voting rights with respect to the Restricted Stock Units and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units unless and until such shares of Common Stock are actually issued to and held of record by the Participant.

6. Restrictions on Transfer. Neither the Restricted Stock Units, nor any interest therein nor amount payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered (collectively, a “Transfer”), either voluntarily or involuntarily. The Transfer restrictions in the preceding sentence shall not apply to (i) transfers to the Corporation, or (ii) transfers by will or the laws of descent and distribution. After any Restricted Stock Units have vested and shares of Common Stock have been issued with respect thereto, the Participant shall be permitted to Transfer such shares of Common Stock, subject to applicable securities law requirements, the Corporation’s insider trading policies, and other applicable laws and regulations.

7. Stock Certificates. Promptly after the Restricted Stock Units have vested, and all other conditions and restrictions applicable to such Restricted Stock Units have been satisfied or lapse (including satisfaction of any applicable Withholding Taxes), the Corporation shall deliver to the Participant a certificate or certificates evidencing the number of shares of Common Stock which are to be issued. The Participant (or the beneficiary or personal representative of the Participant in the event of the Participant’s death or Permanent Disability, as the case may be) shall deliver to the Corporation any representations or other documents or assurances as the Corporation may deem desirable to assure compliance with all applicable legal and accounting requirements.

8. Effect of Termination of Service; Misconduct.

(a) Termination of Service. Subject to earlier vesting as provided in Section 2 hereof, if the Participant ceases to provide Service to the Corporation (or a Parent or Subsidiary), due to the Participant’s death, Permanent Disability, Retirement or termination of Service by the Corporation other than for Misconduct, then the Participant shall retain a number of Restricted Stock Units equal to the product of (i) the total number of Restricted Stock Units granted hereunder; and (ii) a fraction, the numerator of which is the number of whole months which have passed since the Grant Date and the denominator of which is 64. Such Restricted Stock Units shall remain subject to the vesting and other provisions set forth in this Agreement. All remaining Restricted Stock Units shall be forfeited.

(b) Misconduct/Voluntary Resignation. Subject to earlier vesting as provided in Section 2 hereof, if the Participant’s Service is terminated by the Corporation for Misconduct or the Participant voluntarily resigns from Service to the Corporation (or a Parent or Subsidiary) for any reason other than Retirement, death or Permanent Disability, this Agreement shall terminate and the Participant’s Restricted Stock Units shall be cancelled and forfeited to the Corporation for no consideration: (i) immediately prior to the date the Participant first so engages in Misconduct; or (ii) the date on which the Participant so voluntarily resigns from Service.

9. Adjustments Upon Specified Events. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, Corporate Transaction (not resulting in acceleration of vesting pursuant to Section 2(b)) or other change affecting the outstanding Common Stock as a class, appropriate

adjustment shall be made to the number and/or class of securities in effect under this Agreement. Such adjustments to the outstanding Restricted Stock Units are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under this Agreement. The adjustments determined by the Corporation shall be final, binding and conclusive.

10. Taxes.

(a) Tax Withholding. The Corporation (or any Parent or Subsidiary last employing the Participant) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required with respect to Withholding Taxes. Alternatively, the Participant or other person in whom the Restricted Stock Units vest may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under rules established by the Corporation, to have the Corporation withhold and reacquire shares of Common Stock at their Fair Market Value at the time of vesting to satisfy all or part of the statutory minimum Withholding Taxes of the Corporation (or any Parent or Subsidiary) with respect to such vesting. Any election to have shares so held back and reacquired shall be subject to such rules and procedures, which may include prior approval of the Corporation, as the Corporation may impose.

(b) Tax Consequences to Participant. Participant acknowledges that the issuance and the vesting of the Restricted Stock Units may have significant and adverse tax consequences for Participant and that Participant has been advised by the Corporation to review the Questions and Answers on Federal Income Tax Consequences portion of the Corporation’s Stock Plan Summary and Prospectus and to consult Participant’s personal tax advisor regarding the consequences of the issuance and vesting of the Restricted Stock Units to Participant.

11. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Participant is no longer an Employee such notice shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 11.

12. Plan. The Restricted Stock Units and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Plan Summary and Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Committee do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or otherwise in the sole discretion of the Board or the Committee so conferred by appropriate action of the Board or the Committee under the Plan after the date hereof.

13. Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. Without limiting the generality of the foregoing, the provisions of this Agreement supersede any conflicting provisions which may appear in any employment agreement between the parties hereto. The Plan and this Agreement may be amended pursuant to Section 6.3 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his or her hand as of the date and year first above written.


QUIKSILVER, INC., a Delaware corporation

By:
Print Name:
Its:

PARTICIPANT

Signature

Print Name

APPENDIX

The following definitions shall be in effect under the Agreement:

A. “Board” shall mean the Corporation’s Board of Directors.

B. “Change in Control” shall mean a change in ownership or control of the Corporation effected through either of the following transactions.

(i) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders, or

(ii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

C. “Committee” shall mean the Compensation Committee of the Board of Directors.

D. “Common Stock” shall mean the Corporation’s common stock.

E. “Corporate Transaction” shall mean either of the following stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation.

F. “Employee” shall mean any individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

G. “Fair Market Value” per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq Global Select Market (or the Nasdaq Global Market), then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the Nasdaq Global Stock Market (or the Nasdaq Global Market) on the date in question, as such price is reported by The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any other Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(iii) If the Common Stock is at the time not listed on any established stock exchange, the Fair Market Value shall be determined by the Board in good faith.

H. “Misconduct” shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definitions shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Participant or other person in the Service of the Corporation (or any Parent or Subsidiary).

I. “Parent” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

J. “Permanent Disability” or “Permanently Disabled” shall mean the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is both (i) expected to result in death or determined to be total and permanent by two (2) physicians selected by the Corporation or its insurers and acceptable to the Participant (or the Participant’s legal representative), and (ii) to the extent the Participant is eligible to participate in the Corporation’s long-term disability plan, entitles the Participant to the payment of long-term disability benefits from the Corporation’s long-term disability plan. The process for determining a Permanent Disability in accordance with the foregoing shall be completed no later than the later of (i) the close of the calendar year in which the Participant’s Service terminates by reason of the physical or mental impairment triggering the determination process or (ii) the fifteenth day of the third calendar month following such termination of Service.

K. “Retirement” shall mean that the Participant has terminated Service with the Corporation (or any Parent or Subsidiary) with the intention of not engaging in paid employment for any employer in the future, and the Board of Directors of the Corporation (or its designee) has determined that such termination of Service constitutes Retirement for purposes of this Agreement.

L. “Service” shall mean the performance of services for the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee. Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) the Participant no longer performs services in the capacity of an Employee for the Corporation or any Parent or Subsidiary; or (ii) the entity for which the Participant is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Participant may subsequently continue to perform services for that entity.

M. “Stock Exchange” shall mean the American Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange.

N. “Subsidiary” shall mean any corporation (other than the Corporation) in the unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

O. “Withholding Taxes” shall mean the federal, state and local income and employment withholding taxes to which the Participant may become subject in connection with the issuance or vesting of Restricted Stock Units or upon the disposition of shares acquired pursuant to this Agreement.

EX-10.3 4 d441274dex103.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NOVEMBER 2012 GRANTS Form of Restricted Stock Unit Agreement for November 2012 Grants

Exhibit 10.3

F O R M

QUIKSILVER, INC.

RESTRICTED STOCK UNIT AGREEMENT

(Employee Grant)


Participant:

Grant Date:		November [ ], 2012

Number of Restricted
Stock Units Granted:

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of November [ ], 2012 (the “Grant Date”) is entered into by and between Quiksilver, Inc., a Delaware corporation (the “Corporation”), and the Participant specified above, pursuant to the Restricted Stock Unit Program under the Quiksilver, Inc. amended and restated 2000 Stock Incentive Plan (the “Plan”). Capitalized terms used herein and not otherwise defined in the attached Appendix or elsewhere herein shall have the meaning assigned to such terms in the Plan.

1. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an aggregate of [ ] stock units (the “Restricted Stock Units”). As used herein, the term “restricted stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock solely for purposes of the Plan and this Agreement.

2. Vesting and Delivery of Shares.

8. Effect of Termination of Service; Misconduct.

(a) Termination of Service. Subject to earlier vesting as provided in Section 2 hereof, if the Participant ceases to provide Service to the Corporation (or a Parent or Subsidiary), due to the Participant’s death, Permanent Disability, Retirement or termination of Service by the Corporation other than for Misconduct, then the Participant shall retain a number of Restricted Stock Units equal to the product of (i) the total number of Restricted Stock Units granted hereunder; and (ii) a fraction, the numerator of which is the number of whole months which have passed since June 13, 2011 and the denominator of which is 64. Such Restricted Stock Units shall remain subject to the vesting and other provisions set forth in this Agreement. All remaining Restricted Stock Units shall be forfeited.

10. Taxes.

15. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.


QUIKSILVER, INC., a Delaware corporation

By:
Print Name:
Its:

PARTICIPANT

Signature

Print Name