**EXHIBIT 10.1****F O R M****QUIKSILVER, INC.****RESTRICTED STOCK AGREEMENT****(Employee Grant)**     **Participant:** ** ** ** **          **Grant Date:** ** **            **Number of Shares ofRestricted Stock Granted:** ** **            **THIS RESTRICTED STOCK AGREEMENT**(this “Agreement”) dated as of **[_______________________]**, 200___(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 Program underthe Quiksilver, Inc. amended and restated 2000 Stock Incentive Plan (the “Plan”). Capitalizedterms used herein and not otherwise defined in the attached Appendix or elsewhere herein shall havethe 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 partiesagree as follows:     1. **Grant**. Subject to the terms of this Agreement, the Corporation hereby grants tothe Participant an aggregate of ___restricted shares of Common Stock of the Corporation(the “Restricted Stock”).     2. **Vesting**.          (a) Time Vesting. Subject to Section 7 below, the Restricted Stock shall vest, andrestrictions shall lapse, as follows:Exhibit 10.1
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          (b) Acceleration of Vesting Upon Corporate Transaction. No shares of the RestrictedStock shall vest at the time of a Corporate Transaction on an accelerated basis if and to theextent that (i) this Agreement is, in connection with the Corporate Transaction, continued orassumed by the successor corporation (or parent thereof) or otherwise continued in full force andeffect pursuant to the express terms of the Corporate Transaction, or (ii) substitution of newagreements of comparable value covering shares of the successor corporation (or parent thereof) inexchange for such shares of Restricted Stock, with appropriate adjustments as to the number andkind of shares and purchase price, is provided for pursuant to the express terms of the CorporationTransaction. However, if none of the foregoing conditions are satisfied, immediately prior to theeffective date of the Corporate Transaction, all of the Restricted Stock shall accelerate and vestand all restrictions shall lapse, immediately prior to the effective date of the CorporateTransaction. In addition, if this Agreement is continued or assumed by a successor corporation (orparent thereof) or otherwise continued in full force and effect pursuant to the express terms ofthe Corporate Transaction or new agreements of comparable value covering shares of the successorcorporation (or parent thereof) are substituted in exchange for the shares of Restricted Stock, andthe successor corporation (or parent thereof) terminates Participant as an employee, other than forMisconduct, all of the Restricted Stock shall accelerate and vest and all restrictions shall lapseimmediately prior to such termination of Participant as an employee of the successor corporation(or parent thereof).          (c) Acceleration of Vesting Upon Change in Control. In the event that the Corporationterminates Participant as an Employee, other than for Misconduct, following a Change in Control,all of the Restricted Stock shall accelerate and vest and all restrictions shall lapse, immediatelyprior to such termination of Participant as an Employee.          (d) Acceleration of Vesting Upon Death or Permanent Disability. In the event of thedeath or Permanent Disability of Participant, all of the Restricted Stock shall accelerate and vestand all restrictions shall lapse immediately prior to such death or Permanent Disability.     3. **Continuance of Service**. Vesting of the Restricted Stock requires continued Serviceof the Participant from the Grant Date through each applicable vesting date as a condition to thevesting of the applicable installment of the Restricted Stock and the rights and benefits underthis Agreement. Nothing contained in this Agreement or the Plan constitutes an employment orservice commitment by the Corporation, affects the Participant’s status as an employee at will whois subject to termination without cause, confers upon the Participant any right to remain employedby or in service to the Corporation (or any Parent or Subsidiary), interferes in any way with theright of the Corporation (or any Parent or Subsidiary) at any time to terminate such employment orservices, or affects the right of the Corporation (or any Parent or Subsidiary) to increase ordecrease the Participant’s other compensation or benefits. Nothing in this section, however, isintended to adversely affect any independent contractual right of the Participant without his orher consent thereto.     4. **Dividend and Voting Rights**. After the Grant Date, the Participant shall beentitled to voting rights and any regular cash dividends with respect to the shares of RestrictedStock even though such shares are not vested, provided that such rights shall terminate immediatelyas to any shares of Restricted Stock that are forfeited pursuant to Section 7 below.Exhibit 10.1
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     5. **Restrictions on Transfer**. Prior to the time that they have become vested, neithershares of the Restricted Stock, nor any interest therein, amount payable in respect thereof, orRestricted Property (as defined in Section 8 hereof) may be sold, assigned, transferred, pledged orotherwise disposed of, alienated or encumbered (collectively, a “Transfer”), either voluntarily orinvoluntarily. 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 shares of Restricted Stock have vested, the Participant shall be permitted to Transfersuch shares of Restricted Stock, subject to applicable securities law requirements, theCorporation’s insider trading policies, and other applicable laws and regulations.     6. **Stock Certificates**.          (a) Book Entry Form. The Corporation shall issue the shares of Restricted Stockeither: (i) in certificate form as provided in Section 6(b) below; or (ii) in book entry form,registered in the name of the Participant with notations regarding the applicable restrictions ontransfer imposed under this Agreement.          (b) Certificates to be Held by Corporation; Legend. Any certificates representingshares of Restricted Stock that may be delivered to the Participant by the Corporation prior tovesting shall be redelivered to the Corporation to be held by the Corporation until therestrictions on such shares shall have lapsed and the shares shall thereby have become vested orthe shares represented thereby have been forfeited hereunder. Such certificates shall bear thefollowing legend:*“The ownership of this certificate and the shares of stock evidencedhereby and any interest therein are subject to substantialrestrictions on transfer under an Agreement entered into between theregistered owner and Quiksilver, Inc. A copy of such Agreement ison file in the office of the Secretary of Quiksilver, Inc.”*          (c) Delivery of Certificates Upon Vesting. Promptly after shares of Restricted Stockhave vested, and all other conditions and restrictions applicable to such Restricted Stock havebeen satisfied or lapse (including satisfaction of any applicable Withholding Taxes), theCorporation shall, as applicable, either remove the notations on any shares of Restricted Stockissued in book entry form which have vested or deliver to the Participant a certificate orcertificates evidencing the number of shares of Restricted Stock which have vested (or, in eithercase, such lesser number of shares as may be permitted pursuant to Section 9). The Participant (orthe beneficiary or personal representative of the Participant in the event of the Participant’sdeath or Permanent Disability, as the case may be) shall deliver to the Corporation anyrepresentations or other documents or assurances as the Corporation may deem desirable to assurecompliance with all applicable legal and accounting requirements. The shares so delivered shall nolonger be Restricted Stock hereunder.          (d) Stock Power; Power of Attorney. Concurrently with the execution and delivery ofthis Agreement, the Participant shall deliver to the Corporation an executed stock power in theform attached hereto as Exhibit A, in blank, with respect to such shares. TheExhibit 10.1
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Participant, by acceptance of the Restricted Stock, shall be deemed to appoint, and does soappoint by execution of this Agreement, the Corporation and each of its authorized representativesas the Participant’s attorney(s)-in-fact to effect any transfer of unvested forfeited shares ofRestricted Stock (or shares otherwise reacquired by the Corporation hereunder) to the Corporationas may be required pursuant to the Plan or this Agreement and to execute such documents as theCorporation or such representatives deem necessary or advisable in connection with any suchtransfer.     7. **Effect of Termination of Service; Misconduct**.          (a) Termination of Service. Subject to earlier vesting as provided in Section 2hereof, if the Participant ceases to provide Service to the Corporation (or a Parent orSubsidiary), the Participant’s shares of Restricted Stock (and related Restricted Property asdefined in Section 8 hereof) shall be forfeited to the Corporation to the extent such shares havenot become vested pursuant to Section 2 upon the date the Participant’s Service terminates,regardless of the reason for such termination (whether with or without cause, voluntarily orinvoluntarily).          (b) Misconduct. Subject to earlier vesting as provided in Section 2 hereof, if theParticipant engages in Misconduct, the Participant’s shares of Restricted Stock (and relatedRestricted Property as defined in Section 8 hereof) shall be forfeited to the Corporation to theextent such shares have not become vested pursuant to Section 2 immediately prior to the date theParticipant first engaged in Misconduct.          (c) Forfeiture Procedures. Upon the occurrence of any forfeiture of shares ofRestricted Stock under this Section 7, such unvested, forfeited shares and related RestrictedProperty shall be automatically transferred to the Corporation, without any other action by theParticipant. No additional consideration shall be paid by the Corporation with respect to suchtransfer. The Corporation may exercise its powers under Section 6(d) hereof and take any otheraction necessary or advisable to evidence such transfer. The Participant shall deliver anyadditional documents of transfer that the Corporation may request to confirm the transfer of suchunvested, forfeited shares and related Restricted Property to the Corporation.     8. **Adjustments Upon Specified Events**. If any change is made to the Common Stock byreason of any stock split, stock dividend, recapitalization, combination of shares, exchange ofshares, 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 bemade to the number and/or class of securities in effect under this Agreement. Such adjustments tothe outstanding Restricted Stock are to be effected in a manner which shall preclude theenlargement or dilution of rights and benefits under this Agreement. The adjustments determined bythe Corporation shall be final, binding and conclusive. If any adjustment shall be made pursuantto the foregoing or any dividend other than a regular cash dividend is declared and the shares ofRestricted Stock are not fully vested upon such event or prior thereto, the restrictions applicableto such shares of Restricted Stock shall continue in effect with respect to any consideration orother securities (the “Restricted Property” and, for the purposes of this Agreement, “RestrictedStock” shall include “Restricted Property,” unless the context otherwise requires) received inrespect of such Restricted Stock. Such Restricted Property shall vest at such times and in suchproportion as the shares of Restricted Stock toExhibit 10.1
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which the Restricted Property is attributable vest, or would have vested pursuant to the termshereof if such shares of Restricted Stock had remained outstanding.     9. **Taxes**.          (a) Tax Withholding. The Corporation (or any Parent or Subsidiary last employing theParticipant) shall be entitled to require a cash payment by or on behalf of the Participant and/orto deduct from other compensation payable to the Participant any sums required with respect toWithholding Taxes. Alternatively, the Participant or other person in whom the Restricted Stockvests may irrevocably elect, in such manner and at such time or times prior to any applicable taxdate as may be permitted or required under rules established by the Corporation, to have theCorporation withhold and reacquire shares of Restricted Stock at their Fair Market Value at thetime of vesting to satisfy all or part of the minimum Withholding Taxes of the Corporation (or anyParent or Subsidiary) with respect to such vesting. Any election to have shares so held back andreacquired shall be subject to such rules and procedures, which may include prior approval of theCorporation, as the Corporation may impose, and shall not be available if the Participant makes orhas made an election pursuant to Section 83(b) of the Code with respect to such Restricted Stock.          (b) Tax Consequences to Participant. Participant acknowledges that the issuance andthe vesting of the Restricted Stock may have significant and adverse tax consequences forParticipant and that Participant has been advised by the Corporation to review the Questions andAnswers on Federal Income Tax Consequences portion of the Corporation’s Stock Plan Summary andProspectus and to consult Participant’s personal tax advisor regarding the consequences of theissuance and vesting of the Restricted Stock to Participant.     10. **Notices**. Any notice to be given under the terms of this Agreement shall be inwriting 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 payrollrecords. Any notice shall be delivered in person or shall be enclosed in a properly sealedenvelope, addressed as aforesaid, registered or certified, and deposited (postage and registry orcertification fee prepaid) in a post office or branch office regularly maintained by the UnitedStates Government. Any such notice shall be given only when received, but if the Participant is nolonger an Employee shall be deemed to have been duly given five business days after the date mailedin accordance with the foregoing provisions of this Section 10.     11. **Plan**. The Restricted Stock and all rights of the Participant under this Agreementare subject to the terms and conditions of the provisions of the Plan, incorporated herein byreference. The Participant agrees to be bound by the terms of the Plan and this Agreement. TheParticipant acknowledges having read and understanding the Plan, the Plan Summary and Prospectusfor the Plan, and this Agreement. Unless otherwise expressly provided in other sections of thisAgreement, provisions of the Plan that confer discretionary authority on the Board or the Committeedo not (and shall not be deemed to) create any rights in the Participant unless such rights areexpressly set forth herein or otherwise in the sole discretion of the Board or the Committee soconferred by appropriate action of the Board or the Committee under the Plan after the date hereof.Exhibit 10.1
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     12. **Entire Agreement**. This Agreement and the Plan together constitute the entireagreement and supersede all prior understandings and agreements, written or oral, of the partieshereto with respect to the subject matter hereof. The Plan and this Agreement may be amendedpursuant to Section 6.3 of the Plan. Such amendment must be in writing and signed by theCorporation. The Corporation may, however, unilaterally waive any provision hereof in writing tothe extent such waiver does not adversely affect the interests of the Participant hereunder, but nosuch waiver shall operate as or be construed to be a subsequent waiver of the same provision or awaiver of any other provision hereof.     13. **Counterparts**. This Agreement may be executed simultaneously in any number ofcounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument.     14. **Section Headings**. The section headings of this Agreement are for convenience ofreference only and shall not be deemed to alter or affect any provision hereof.     15. **Governing Law**. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Delaware without regard to conflict of law principlesthereunder.     **IN WITNESS WHEREOF**, the Corporation has caused this Agreement to be executed on its behalf bya duly authorized officer and the Participant has hereunto set his or her hand as of the date andyear first above written.       **QUIKSILVER, INC., a Delaware corporation**       By:         Print Name:         Its:              **PARTICIPANT**       ** **  ** **  *Signature*       ** **  ** **  *Print Name*Exhibit 10.1
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**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 effectedthrough either of the following transactions.          (i) the acquisition, directly or indirectly, by any person or related group of persons (otherthan the Corporation or a person that directly controls, is controlled by, or is under commoncontrol with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting powerof the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly tothe Corporation’s stockholders, or          (ii) a change in the composition of the Board over a period of thirty-six (36) consecutivemonths or less such that a majority of the Board members ceases, by reason of one or more contestedelections for Board membership, to be comprised of individuals who either (A) have been Boardmembers continuously since the beginning of such period or (b) have been elected or nominated forelection as Board members during such period by at least a majority of the Board members describedin 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-approvedtransactions to which the Corporation is a party:          (i) a merger or consolidation in which securities possessing more than fifty percent (50%) ofthe total combined voting power of the Corporation’s outstanding securities are transferred to aperson or persons different from the persons holding those securities immediately prior to suchtransaction, or          (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’sassets in complete liquidation or dissolution of the Corporation.     F. “**Employee**” shall mean any individual who is in the employ of the Corporation (or any Parentor Subsidiary), subject to the control and direction of the employer entity as to both the work tobe performed and the manner and method of performance.     G. “**Fair Market Value**” per share of Common Stock on any relevant date shall be determined inaccordance with the following provisions:Exhibit 10.1
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          (i) If the Common Stock is at the time listed on any established stock exchange orover-the-counter market, then the Fair Market Value shall be the closing selling price per share ofCommon Stock (or closing bid, if no sales were reported) as quoted on such exchange or market,determined by the Plan Administrator to be the primary market for the Common Stock, at the close ofregular hours trading (i.e., before after-hours trading begins) on the date in question as reportedin the *Wall Street Journal*or such other source as the Plan Administrator deems reliable. If thereis no closing selling price (or closing bid, if no sales were reported) for the Common Stock on thedate in question, then the Fair Market Value shall be the closing selling price (or closing bid ifno sales were reported) on the last preceding date for which such quotation exists.          (ii) If the Common Stock is at the time not listed on any established stock exchangeor over-the-counter market, 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 bythe Participant, any unauthorized use or disclosure by such person of confidential information ortrade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconductby such person adversely affecting the business or affairs of the Corporation (or any Parent orSubsidiary) in a material manner. The foregoing definitions shall not be deemed to be inclusive ofall the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider asgrounds for the dismissal or discharge of any Participant or other person in the Service of theCorporation (or any Parent or Subsidiary).     I. “**Parent**” shall mean any corporation (other than the Corporation) in an unbroken chain ofcorporations ending with the Corporation, provided each corporation in the unbroken chain (otherthan 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 corporationsin such chain.     J. “**Permanent Disability**” or “**Permanently Disabled**” shall mean the inability of theParticipant to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment expected to result in death or to be of continuous duration of twelve(12) months or more.     K. “**Service**” shall mean the performance of services for the Corporation (or any Parent orSubsidiary) by a person in the capacity of an Employee. Participant shall be deemed to ceaseService immediately upon the occurrence of either of the following events: (i) the Participant nolonger performs services in the capacity of an Employee for the Corporation or any Parent orSubsidiary; or (ii) the entity for which the Participant is performing such services ceases toremain a Parent or Subsidiary of the Corporation, even though the Participant may subsequentlycontinue to perform services for that entity.     L. “**Subsidiary**” shall mean any corporation (other than the Corporation) in the unbroken chainof corporations beginning with the Corporation, provided each corporation (other than the lastcorporation) in the unbroken chain owns, at the time of the determination,Exhibit 10.1
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stock possessing fifty percent (50%) or more of the total combined voting power of all classesof stock in one of the other corporations in such chain.     M. “**Withholding Taxes**” shall mean the federal, state and local income and employmentwithholding taxes to which the Participant may become subject in connection with the issuance orvesting of shares of Restricted Stock or upon the disposition of shares acquired pursuant to thisAgreement.Exhibit 10.1
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