F O R M
Number of Restricted
Stock Units Granted:
| THIS RESTRICTED STOCK UNIT AGREEMENT
(this Agreement) dated as of [_______________],
2011 (the Grant Date) is entered into by and between Quiksilver
, Inc., a Delaware
(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 Corporations
Common Stock solely for purposes of the Plan and this Agreement.
2. Vesting and Delivery of Shares.
[To be determined by the Corporation.]
3. Termination of Agreement. In the event that, prior to _______, 20__, the
Restricted Stock Units have not become vested, 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 Participants
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 Participants 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
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 Corporations 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 Participants 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
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 Participants 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
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 __. 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 Participants 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 Participants 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.
(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 Corporations Stock Plan Summary and
Prospectus and to consult Participants 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 Participants last address reflected on the Corporations 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
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 10.
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
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
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.
The following definitions shall be in effect under the Agreement:
A. Board shall mean the Corporations 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 Corporations outstanding securities pursuant to a tender or exchange offer made directly to
the Corporations 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 Corporations 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 Corporations outstanding securities are transferred to a
person or persons different from the persons holding those securities immediately prior to such
(ii) the sale, transfer or other disposition of all or substantially all of the Corporations
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
(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 Participants legal representative), and (ii) to the extent
the Participant is eligible to participate in the Corporations long-term disability plan, entitles
the Participant to the payment of long-term disability benefits from the Corporations 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 Participants 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
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