**Exhibit 10.2****EXECUTION COPY****STOCK PURCHASE AGREEMENT**          This stock purchase agreement (this “**Agreement**”) is made as of June 20, 2007, by and amongQuiksilver, Inc. a Delaware corporation (“**Quiksilver**”) and Rossignol Ski Company, Inc., a DelawareCorporation (“**Rossignol U.S.**”), an indirect 100% owned subsidiary of Quiksilver, acting jointly forpurposes of this Agreement, on the one hand (collectively, the “**Purchasers**”), and the members ofthe Boix-Vives family listed on the signature page hereto (the “**Boix-Vives Family**”) and ServicesExpansion International, a French *société par actions simplifiée*wholly-owned by the Boix-VivesFamily (“**SEI**”), acting jointly for purposes of this Agreement, on the other hand (collectively, the“**Sellers**”). The Purchasers and the Sellers are individually referred to herein as a “**Party**” andare collectively referred to herein as the “**Parties**.” Except as otherwise indicated herein,capitalized terms used herein are defined in Article 1.1 hereof.**RECITALS**          WHEREAS, the capital stock of Roger Cleveland Golf Company, Inc., a California corporation(the “**Company**”), consists of 290,224 shares of common stock, of which 105,536 shares (the“**Shares**”), or 36.36% of the share capital, are held by the Sellers, as further detailed on thesignature page hereto opposite the phrase “Outstanding Shares,” and 184,688 shares, or 63.64% ofthe share capital, are held by Rossignol U.S.;          WHEREAS, the Sellers desire to sell the Shares to the Purchasers, and the Purchasers desire topurchase the Shares from the Sellers, and the Parties desire to enter into the other transactionsand agreements contemplated herein (collectively, the “**Transactions**”), all in accordance with theterms and subject to the conditions set forth in this Agreement;          NOW, THEREFORE, in consideration for the promises and the mutual covenants, agreements,representations and warranties contained herein, the Sellers and the Purchasers, intending to belegally bound by this Agreement, do hereby agree as follows:**ARTICLE I****DEFINITIONS**          1.1 Definitions.               “**Acquirer Pledge and Security Agreement**” means the agreement, dated April 12, 2005, enteredinto by the Purchasers and the Sellers in connection with the security interest in and first lienupon the rights, title and interest of the Purchasers in and to certain Company shares owned by thePurchasers, as described therein.               “**Acquisition Agreement**” means the agreement, dated April 12, 2005, entered into by Quiksilverand the Sellers in connection with the purchase of the Rossignol Group by Quiksilver and the othertransactions described therein.
 

 
               “**Affiliate,**” “**Affiliated**” or words of similar import mean, with respect to a legal entity, anyother legal entity that is controlled by, that controls, or that is under common control with, suchlegal entity.               “**Closing**” means the consummation of the Transactions as described in Article 3.               “**Closing Date**” means (i) September 15, 2007, or (ii) if a Qualified Sale is consummated beforesuch date, any earlier date which is notified by the Purchasers to the Sellers and which is on orshortly prior to the date on which the Qualified Sale is consummated, or (iii) such other date asmay be agreed in writing between the Purchasers and the Sellers.               “**Consulting Agreement**” means the agreement, dated April 12, 2005, entered into by Quiksilverand the Sellers in connection with certain consulting and advisory services provided to Quiksilverby the Sellers, as described therein.               “**Encumbrances**” means any and all liens, charges, security interests, options, claims,mortgages, pledges, proxies, voting trusts or agreements, obligations, understanding orarrangements or other restrictions on title or transfer of any nature whatsoever.               “**Material Adverse Effect**” means any material adverse change in, or material adverse effect on,the business, financial condition or operations of the Company, taken as a whole; provided,however, that the effects of changes that are generally applicable to (a) the industries andmarkets in which the Company operates, (b) the United States economy or (c) the United Statessecurities markets shall be excluded from the determination of Material Adverse Effect; andprovided, further, that any adverse effect on the Company resulting from the execution of thisAgreement, any permitted public announcement relating to this Agreement or the Transactions or theconsummation of the Transactions shall also be excluded from the determination of Material AdverseEffect.               “**Pilot**” means Pilot SAS, a French *société par actions simplifiée*(formerly Ski Expansion SCA).               “**Pilot Agreement**” means that certain shareholders’ agreement dated April 12, 2005, withrespect to the interests held by Quiksilver and the Boix-Vives Family in Pilot.               “**Qualified Sale**” means a transaction or series of transactions in which a person or a group ofpersons not controlled by or Affiliated with Quiksilver purchase from the Purchasers all of or acontrolling interest in the capital stock of the Company, or all or substantially all of theCompany’s assets.               “**SEC**” means the United States Securities and Exchange Commission.               “**Sellers Pledge and Security Agreement**” means the agreement, dated April 12, 2005, enteredinto by the Purchasers and the Sellers in connection with the security interest in and first lienupon the rights, title and interest of the Sellers in and to the Shares.
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               “**Shareholders’ Agreement**” means the agreement, dated April 12, 2005, entered into by thePurchasers, the Sellers and the other party referred to therein, setting forth the rights, duties,obligations and commitments of said parties in connection with their respective ownership interestsin the Company.               “**Subsidiaries**” mean Riviera SNC, Cleveland Golf Canada Corp. and Cleveland Golf Asia YK.          1.2 Certain Interpretive and Other Matters               (a) The headings contained in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement.               (b) When a reference is made in this Agreement to a section or article, such reference shallbe to a section or article of this Agreement unless otherwise clearly indicated to the contrary.               (c) Whenever the words “include”, “includes” or “including” are used in this Agreement theyshall be deemed to be followed by the words “without limitation.”               (d) The words “hereof”, “herein” and “herewith” and words of similar import shall, unlessotherwise stated, be construed to refer to this Agreement as a whole and not to any particularprovision of this Agreement, and article, section, paragraph, exhibit and schedule references areto the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwisespecified.               (e) A reference to any Party to this Agreement or any other agreement or document shallinclude such Party’s successors and permitted assigns.               (f) The meaning assigned to each term defined herein shall be equally applicable to both thesingular and the plural forms of such term, and words denoting any gender shall include allgenders. Where a word or phrase is defined herein, each of its other grammatical forms shall have acorresponding meaning.               (g) The parties have participated jointly in the negotiation and drafting of this Agreement.In the event an ambiguity or question of intent or interpretation arises, this Agreement shall beconstrued as if drafted jointly by the parties, and no presumption or burden of proof shall arisefavoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.               (h) A reference to any legislation or to any provision of any legislation shall include anyamendment to, and any modification or re-enactment thereof, any legislative provision substitutedtherefor and all regulations and statutory instruments issued thereunder or pursuant thereto.
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**ARTICLE II****SALE AND PURCHASE OF THE SHARES**          2.1 Sale of the Shares. Upon the terms and subject to the conditions set forth herein, andin exchange for the consideration described in Article 2.2 and the other Transactions, the Sellershereby sell, assign, transfer, convey and deliver to the Purchasers, and the Purchasers herebypurchase and accept the assignment, transfer, conveyance and delivery from the Sellers of, allright, title and interest of the Sellers in and to the Shares, free and clear of all Encumbrances.          2.2 Consideration for the Shares. Upon the terms and subject to the conditions set forthherein, and as consideration for the sale, assignment, transfer, conveyance and delivery of theShares pursuant to Article 2.1 and for the other Transactions, the Purchasers hereby agree to payto the Sellers on the Closing Date to the bank account(s) designated by the Sellers in advance bywire transfer in immediately available funds, a purchase price (the “**Purchase Price**”) equal to thehigher of:               (a) seventeen million and five hundred thousand (17,500,000) U.S. dollars, and               (b) if a Qualified Sale is consummated on or prior to September 15, 2007, an amount in U.S.dollars (the “**Qualified Sale Amount**”) equal to (i) 36.36% of the Applicable Consideration, less(ii) an amount equal to the lower of (x) 1% of the Applicable Consideration, and (y) one third(1/3) of any indemnity effectively paid by Quiksilver to Gregory Hopkins. For purposes of thisdetermination, “**Applicable Consideration**” means (i) in the case of a Qualified Sale of all thecapital stock or all the assets of the Company, the consideration received by the Purchasers andtheir Affiliates for the sale of the Company and the Subsidiaries (excluding, for the avoidance ofdoubt, any amount for the repayment or assumption of the Company’s or the Subsidiaries’ outstandingindebtedness), and (ii) in the case of a Qualified Sale of less than 100% of the capital stock orassets of the Company, an amount equal to (x) such consideration, divided by (y) the percentage ofshares or assets of the Company sold in the Qualified Sale.          2.3 Subsequent Payment. If no Qualified Sale is consummated on or prior to September 15,2007, but a Qualified Sale is consummated before the second (2nd) year anniversary ofthe Closing Date, the Purchasers shall (i) promptly provide the Sellers with a copy of theQualified Sale agreement, and (ii) pay to the Sellers, within seven (7) days from the receipt ofthe consideration from such Qualified Sale, an amount equal to the excess of the Qualified SaleAmount over the amount paid to the Sellers pursuant to Article 2.2(a); providedthat if the payments made to the Sellers pursuant to Article 2.2(a) exceed the QualifiedSale Amount, no payment shall be made to the Sellers pursuant to this Article 2.3.
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**ARTICLE III****CLOSING**          3.1 Closing. Subject to the satisfaction or waiver of all conditions precedent set forthin Article VII (other than conditions which can be satisfied only by the delivery of documents atthe Closing), the sale and purchase of Shares pursuant to this Agreement shall be consummated atthe Closing, which shall be held on the Closing Date at the offices of Skadden, Arps, Slate,Meagher & Flom LLP located at 68, rue du Faubourg Saint-Honoré, 75008 Paris, France, unless anotherdate or place is agreed to in writing by the Sellers and the Purchasers.          3.2 Sellers’ Delivery Obligations. At the Closing, the Sellers shall deliver to thePurchasers one or more original certificates representing all the issued and outstanding Shares,each such certificate to be duly and validly endorsed in favor of the Purchasers or accompanied bya separate stock power duly and validly executed by the respective Sellers, and such othercertificates or other documents otherwise sufficient to vest in the Purchasers good and valid titleto such Shares; and          3.3 Purchasers’ Delivery Obligations. At the Closing, the Purchasers shall (i) transferthe Purchase Price as set forth in Article 2.2, (ii) deliver to the Sellers one or morecertificates representing the Unrestricted Shares, and (iii) in the case of a Qualified Sale on orprior to September 15, 2007, deliver to the Sellers a copy of the Qualified Sale agreement.          3.4 Contemporaneous Acts. All acts and deliveries prescribed by this Article 3, regardlessof chronological sequence, are deemed to occur contemporaneously and simultaneously on theoccurrence of the last act or delivery, and none of such acts or deliveries is effective until thelast of the same has occurred.**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF THE SELLERS**          Each of the Sellers hereby represents and warrants to the Purchasers as of the date of thisAgreement and the Closing Date as follows:          4.1 Due Authorization; Execution; Validity. Each Seller has all requisite legal capacity,power and authority to execute and deliver this Agreement, to perform his, her, or its obligationshereunder and to consummate the Transactions. This Agreement has been duly executed and deliveredby each Seller, and, assuming due and valid authorization, execution and delivery hereof by thePurchasers, is a valid and binding obligation of each of Seller, enforceable against each Seller inaccordance with its terms, except (a) as limited by applicable bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance and other similar laws of general applicationaffecting enforcement of creditors’ rights generally and (b) that the availability of the remedy ofspecific performance or injunctive or other forms of equitable relief may be subject to equitabledefenses and would be subject to the discretion of the court before which any proceeding thereformay be brought.
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          4.2 Ownership and Possession of Company Shares. Each Seller is the record and beneficialowner of the numbers of Shares set forth opposite his, her or its name on the signature page heretoto be sold to the Purchasers pursuant to this Agreement. The certificates representing the Sharesare now and at all times during the term hereof shall be held by the Sellers or by a nominee orcustodian for the sole and exclusive benefit of each of the Sellers, respectively.          4.3 Good Title Conveyed. The stock certificates, stock powers, endorsements, assignmentsand other instruments to be executed and delivered by each Seller to the Purchasers at the Closingwill be valid and binding obligations of each Seller, respectively, enforceable in accordance withtheir terms, and will effectively vest in the Purchasers good title to all the Shares, free andclear of all Encumbrances, other than as set forth in the Sellers Pledge and Security Agreement.          4.4 Government and Other Consents. No consent, declaration, filing, approval,authorization or order of, notice to, or registration with, any court or federal, state,provincial, municipal, foreign or other governmental department, commission, board, bureau, agencyor instrumentality or arbitration tribunal, wherever located (a “**Governmental Authority**”), or anythird party is required in connection with the execution and delivery by each Seller of thisAgreement or the consummation of any transactions contemplated hereby, except for such consents,declarations, filings, approvals, authorizations, orders, notices or registrations the absence ofwhich would not, either individually or in the aggregate, have a Material Adverse Effect on theability of each Seller to consummate Transactions.**ARTICLE V****REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS**          The Purchasers hereby represent and warrant to each of the Sellers as of the date of thisAgreement and the Closing Date as follows:          5.1 Due Authorization and Validity. The Purchasers have full corporate power and authorityto execute and deliver this Agreement, to perform their obligations hereunder and to consummate theTransactions. This Agreement has been duly and validly executed and delivered by each Purchaserand, assuming due and valid authorization, execution and delivery hereof by the Purchasers, is avalid and binding obligation of each Purchaser, enforceable against each Purchaser in accordancewith its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,moratorium, fraudulent conveyance and other similar laws of general application affectingenforcement of creditors’ rights generally and (b) that the availability of the remedy of specificperformance or injunctive or other forms of equitable relief may be subject to equitable defensesand would be subject to the discretion of the court before which any proceeding therefore may bebrought.          5.2 Government and Other Consents. No consent, declaration, filing, approval,authorization or order of, notice to, or registration with, any Governmental Authority or any thirdparty is required in connection with the execution and delivery by the Purchasers of this Agreementor the consummation of any Transactions, except (a) such filings with the SEC as
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are required to disclose all or part of the Transactions and to amend or supplement any existingfilings of Quiksilver with the SEC pursuant to applicable laws, and (b) for such consents,declarations, filings, approvals, authorizations, orders, notices or registrations the absence ofwhich would not, either individually or in the aggregate, have a Material Adverse Effect on theability of the Purchasers to consummate the Transactions.          5.3 No Other Representations. Except for the representations and warranties contained inthis Article V, neither the Purchasers nor any other person or entity acting on their behalf,respectively, makes any representation or warranty, express or implied, as to the Company or theTransactions.**ARTICLE VI****COVENANTS AND OTHER AGREEMENTS**          6.1 Reasonable Efforts and Actions to Cause Closing to Occur. Prior to the Closing,upon the terms and subject to the conditions of this Agreement, the Purchasers and the Sellersshall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, orcause to be done and cooperate with each other in order to do, all things necessary, proper oradvisable (subject to any applicable laws) to consummate the Closing and the other Transactions aspromptly as practicable.          6.2 Termination of the Consulting Agreement.               (a) The Consulting Agreement shall be suspended with effect as of June 30, 2007 and shallterminate as of the Closing Date, except for the provisions regarding confidentiality set forth inArticle 5 thereof. In consideration for the acceptance by the Sellers (i) to terminate theConsulting Agreement before its stated term and (ii) not to bring any claim nor institute anyproceeding, judicial or otherwise, against Quiksilver in connection with the Consulting Agreementor its termination hereby, Quiksilver shall pay to the Sellers on the Closing Date an amount equalto three million five hundred thousand (3,500,000) Euros, as well as any payments outstanding underthe Consulting Agreement in respect of the period prior to July 1, 2007.               (b) The Sellers shall maintain confidential any information or document that they possess asof the date hereof, including all copies of any reports or analyses, that they may have prepared orpresented in connection with the Consulting Agreement.          6.3 Lock-Up Obligations of the Sellers. With effect as of the Closing Date,Quiksilver hereby releases the Sellers of the restrictions set forth in Article 3(1)(f) of theAcquisition Agreement on the common stock of Quiksilver (the “**Unrestricted Shares**”), which theSellers acquired pursuant to Article 3(1)(e) thereof, provided that any sale or other dispositionof Unrestricted Shares shall be effected in an orderly fashion, through a licensed broker and shallnot exceed in the aggregate the average daily volume of Quiksilver shares negotiated on the NewYork Stock Exchange on immediately preceding three (3) trading days (excluding any UnrestrictedShares), except in the case of a block trade in which case such restriction shall not apply.
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          6.4 Confidentiality; Publicity.               (a) Subject to the provisions set forth in Article 6.4(b), from and after the date of thisAgreement, the Sellers shall not, directly or indirectly, disclose any information, or contact orcommunicate with any person (including any potential purchaser of Company shares, its officers,directors, employees, representatives, advisors or agents) with respect to any information,relating to the Company, the Subsidiaries, this Agreement, the Transactions or their existencewithout the prior written consent of Quiksilver, except to the extent that disclosure of suchinformation is required by law, regulation, regulatory authority or other applicable judicial orgovernmental order, provided that any such disclosure shall remain subject to the noticerequirements of Article 9.3.               (b) From and after the date of this Agreement, the Sellers shall not issue or cause thepublication of any press release or other oral or written public announcement with respect to theCompany, the Subsidiaries, this Agreement or the Transactions without the prior written consent ofQuiksilver.          6.5 No Interference; No Disparagement.               (a) From and after the date of this Agreement, the Sellers shall not interfere withPurchasers’ management of their interests in the Company and the Subsidiaries, and in particularshall not make any public or private statement or take any action that could reasonably be expectedto adversely affect a business transaction regarding the Company and/or the Subsidiaries.               (b) From and after the date of this Agreement, the Sellers shall not, either directly orindirectly, (i) make any comments, observations, opinions, remarks or statements, or participate orconcur in remarks or actions, that are disparaging or detrimental regarding Quiksilver, the Companyor the Subsidiaries; or (ii) act as a direct or indirect source or engage in any dialogue with themedia that in any way would reasonably be expected to be detrimental to Quiksilver, the Company orthe Subsidiaries.          6.6 Knowledge of Breach; Prior Knowledge.               (a) If prior to the Closing the Sellers, their agents or representatives shall have knowledgeof any breach of a representation, warranty, covenant (or legal or factual impossibility to performany covenant), agreement or condition of the Purchasers, the Sellers shall promptly notify thePurchasers of their knowledge, in reasonable detail, and shall agree to grant the Purchasers areasonable time to remedy such breach, to the mutual satisfaction of the Sellers and thePurchasers.               (b) If prior to the Closing the Purchasers, their agents or representatives shall haveknowledge of any breach of a representation, warranty, covenant (or legal or factual impossibilityto perform any covenant), agreement or condition of the Sellers, the Purchasers shall promptlynotify the Sellers of their knowledge, in reasonable detail, and shall agree to grant the Sellers areasonable time to remedy such breach, to the mutual satisfaction of the Purchasers and theSellers.
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          6.7 Information in Case of Sale Process. From the date hereof and until the second(2nd) anniversary of the Closing Date, in the event of negotiations with one or severalpotential buyers regarding a Qualified Sale, the Purchasers shall keep the Sellers reasonablyinformed of material developments in the Qualified Sale process, including, without limitation, thesigning of a definitive Qualified Sale agreement. The Parties agree that contacts, questions orcommunications between them pursuant to this Article 6.7 shall remain confidential and be carriedout exclusively through Mr. Laurent Boix-Vives, on behalf of the Sellers, and Mr. Charles S. Exon,on behalf of the Purchasers, or such replacement persons as Mr. Boix-Vives or Mr. Exon may notifyin writing to the other Parties, or the respective legal counsel of the Parties.          6.8 Grant of Security Interest. The Parties acknowledge and agree that the AcquirerPledge and Security Agreement will terminate as a result of the Closing. Quiksilver agrees that inreplacement of the pledge under such Acquirer Pledge and Security Agreement, on the Closing Date,Quiksilver will provide the Boix-Vives Family with either a security interest reasonablysatisfactory to the Boix-Vives Family or a first demand bank guarantee, in each case securing thepayment by Quiksilver of 100% of the Exercise Price of the Call Option or the Exercise Price of thePut Option pursuant to the Pilot Agreement.**ARTICLE VII****CONDITIONS**          7.1 Conditions to Each Party’s Obligation to Effect the Closing. The respective obligationof the Sellers and the Purchasers to effect the Closing shall be subject to the satisfaction, orwritten waiver by both Parties, on or prior to the Closing Date, of each of the followingconditions:               (a) Statutes; Court Orders. No statute, rule or regulation shall have been enacted orpromulgated by any Governmental Entity which prohibits the consummation of the Closing; and thereshall be no order or injunction of a court of competent jurisdiction in effect precluding orprohibiting, nor shall there be any threatened or pending any suit, action or proceeding seeking torestrain, preclude or prohibit, consummation of the Closing; provided, however, that the partiesshall use their reasonable efforts to have any such order or injunction vacated or lifted.               (b) Creditors’ Approval. Quiksilver shall have obtained any required consentsor waivers under the Amended and Restated Credit Agreement (as amended) dated as of June 3, 2005among Quiksilver, Quiksilver Americas, Inc., the lenders party thereto and agents thereto.               (c) Board Approval. This Agreement and the Transactions shall have been approved bythe board of directors of Quiksilver.
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          7.2 Conditions to Obligations of the Purchasers to Effect the Closing. The obligations ofthe Purchasers to consummate the Closing shall be subject to the satisfaction on or prior to theClosing Date of each of the following conditions:               (a) Due Execution and Delivery. The Purchasers shall have received (i) this Agreementduly executed on behalf of the Sellers and (ii) the Shares, free of any Encumbrances, other than asset forth in the Sellers Pledge and Security Agreement.               (b) Release of Pledge. The Sellers shall have taken any and all necessary action toeffectively release the security and lien relating to the RC Acquirer Shares, as this term isdefined in the Acquirer Pledge and Security Agreement.               (c) Representations and Warranties. All of the representations and warranties of theSellers set forth in this Agreement that are qualified as to materiality shall be true and completein all respects and any such representations and warranties that are not so qualified shall be trueand complete in all material respects, in each case as of the date of this Agreement (or if made asof a specified date, only as of such date).               (d) Sellers’ Breach. The Sellers shall not have failed to perform in any materialrespect any material obligation or to comply in any material respect with any covenant of theSellers to be performed or complied with by them under this Agreement.               (e) Resignation of Mr. Boix-Vives. Mr. Laurent Boix-Vives shall have resigned fromhis position as a member of the Company’s board of directors, including from any committee thereof.               (f) Termination. The Transactions shall not have been terminated or abandoned inaccordance with Article VIII hereof.          The foregoing conditions are for the sole benefit of the Purchasers and may be waived by thePurchasers, in whole or in part, at any time and from time to time in their sole discretion. Thefailure by the Purchasers at any time to exercise any of the foregoing rights shall not be deemed awaiver of any such right and each such right shall be deemed an ongoing right which may be assertedat any time and from time to time.          7.3 Conditions to Obligations of the Sellers to Effect the Closing. The obligations of theSellers to consummate the Closing shall be subject to the satisfaction on or prior to the ClosingDate of each of the following conditions:               (a) Due Execution and Delivery. The Sellers shall have received (i) this Agreementduly executed on behalf of the Purchasers and (ii) payment of the Purchase Price in accordance withArticle 2.               (b) Release of Pledge. The Purchasers shall have taken any and all necessary actionto effectively release the security and lien relating to the Shares pursuant to the Sellers Pledgeand Security Agreement.               (c) Representations and Warranties. All of the representations and warranties of thePurchasers set forth in this Agreement that are qualified as to materiality shall be true andcomplete and any such representations and warranties that are not so qualified shall be true andcomplete in all material respects, in each case as of the date of this Agreement and as of theClosing Date (or if made as of a specified date, as of such date).
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               (d) Purchasers’ Breach. The Purchasers shall not have failed to perform in anymaterial respect any material obligation or to comply in any material respect with any covenant ofthe Purchasers to be performed or complied with by them under this Agreement;               (e) Termination. The Transactions shall not have been terminated or abandoned inaccordance with Article VIII hereof.          The foregoing conditions are for the sole benefit of the Sellers, may be waived by theSellers, in whole or in part, at any time and from time to time in the sole discretion of theSellers. The failure by any Seller at any time to exercise any of the foregoing rights shall notbe deemed a waiver of any such right and each such right shall be deemed an ongoing right which maybe asserted at any time and from time to time.**ARTICLE VIII****TERMINATION**          8.1 Termination. This Agreement may be terminated at any time prior to the Closing:               (a) by the Sellers or the Purchasers if the conditions set forth in Article 7.1(b) and 7.1(c)have not been satisfied by July 6, 2007;               (b) by the Purchasers if any of the Sellers shall have breached any of his, her or itsrepresentations, warranties, covenants or agreements contained in this Agreement which would giverise to the failure of a condition set forth in Article 7.2, which breach cannot be or has not beencured within 30 days after the giving of written notice by the Purchasers to the Sellers specifyingsuch breach;               (c) by the Sellers if the Purchasers shall have materially breached any of theirrepresentations, warranties, covenants or agreements contained in this Agreement which would giverise to the failure of a condition set forth in Article 7.3, which material breach cannot be or hasnot been cured within 30 days after the giving of written notice by the Sellers to the Purchasersspecifying such breach; and               (d) by the mutual written consent of the Sellers and the Purchasers.          8.2 Effect of Termination. In the event of termination of this Agreement as provided inArticle 8.1, this Agreement shall become void and there shall be no liability on the part of eitherParty except that nothing herein shall relieve either party from liability for any breach of thisAgreement occurring prior to such termination.
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**ARTICLE IX****GENERAL PROVISIONS**          9.1 Expenses. Whether or not the transactions contemplated hereby shall be consummated,the Sellers, on the one hand, and the Purchasers, on the other hand, shall each be responsible forthe fees, expenses and disbursements of their respective agents, representatives, accountants andcounsel incurred in connection with the negotiation of this Agreement and the Transactions, itbeing specifically agreed that neither the Purchasers nor the Sellers shall charge to the otherParty the expenses of such party in connection with negotiation of this Agreement and thetransactions contemplated herein.          9.2 Entire Agreement; Modifications.               (a) This Agreement sets forth the entire agreement and understanding between the Parties andsupersedes any prior agreement or understanding, written or oral, relating to the subject matter ofthis Agreement or the Company, including the Sellers Pledge and Security Agreement, the AcquirerPledge and Security Agreement, which shall terminate as of the Closing, and the Shareholders’Agreement, which shall terminate as of the Closing in accordance with Article 2.2 thereof. For theavoidance of doubt, the Parties agree that (i) the transactions contemplated in this Agreementshall not constitute a breach of any Party’s obligations under Article 5 of the Shareholders’Agreement; and that (ii) this Agreement shall not affect the right of the Boix-Vives Family underthe Pilot Agreement to receive payment of the Exercise Price of the Call Option or the ExercisePrice of the Put Option upon exercise of the Call Option or the Put Option (as such terms aredefined in the Pilot Agreement), as applicable.               (b) This Agreement may be modified and/or amended with respect to any provision containedherein at any time by written action of the Parties.          9.3 Notices.               (a) All notices, requests, demands, and other communications required to or permitted to begiven under this Agreement shall be in writing and shall be delivered personally or by overnightcourier (with confirmation of receipt) or by certified or registered mail (postage prepaid andreturn receipt requested). Any such notice shall be deemed given when so delivered personally orif mailed or sent by overnight courier, three days after the date of deposit in the mail or one dayafter pickup by overnight courier, if addressed as follows:           If to a Seller:   Mr. Laurent Boix-Vives        1, Boulevard du Maréchal Joffre        38000 Grenoble        Fax: +33.4.76.47.73.31  
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           with a copy to:   Maître Jean-Philippe Delsol        Avocat à la Cour        Delsol et Associés        12, quai André Lassagne        69001 Lyon        Fax: +33.4.72.10.20.31             If to a Purchaser:   Quiksilver, Inc.        15202 Graham Street        Huntington Beach, California        United States of America        Fax: +1 (714) 889-4250        To the attention of: Mr. Charlie Exon             With a copy to:   Maître Pierre Servan-Schreiber        Avocat à la Cour        Skadden, Arps, Slate, Meagher & Flom LLP        68, rue du Faubourg Saint-Honoré        75008 Paris, France        Fax: +33.1.55.27.11.99                 (b) Each party hereto agrees to make a good faith effort to ensure that such party will acceptor receive notices that are given in accordance with this Article 9.3, and that any person to begiven notice actually receives such notice. A party may change or supplement the addresses givenabove, or designate additional addresses for purposes of this Article 9.3, by giving the otherparty written notice of the new address in the manner set forth above.          9.4 Severability. If any provision of this Agreement or the application thereof to anyperson, entity or circumstance is held by a court of competent jurisdiction to be invalid, void orunenforceable, the remaining provisions hereof, or the application of such provision to persons,entities or circumstances other than those as to which it has been held invalid, void orunenforceable, shall remain in full force and effect and shall in no way be affected, impaired orinvalidated thereby.          9.5 Waiver; Release of Claims. With effect as of the Closing Date, the Purchasers and theCompany hereby expressly relinquish, release and render ineffective all of their rights, powers andinterests against the Sellers and the Sellers hereby expressly relinquish, release and renderineffective all of their rights, powers and interests against the Purchasers, the Company or theSubsidiaries and any of their affiliates, officers, directors, employees, representatives, advisorsor agents, that derive or may derive from their relationships and activities as shareholders andofficers in the Company, other than any rights, powers or interests arising out of or otherwiserelating to a failure by any Party to fully perform (i) their obligations pursuant to thisAgreement, or (ii) any obligation under the Shareholders’ Agreement which survives terminationthereof pursuant to the terms of the Shareholders’ Agreement.
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          9.6 Exercise of Rights; Specific Performance. No failure on the part of a party hereto toexercise, and no delay in exercising, any right or remedy under this Agreement shall operate as awaiver hereof by such party, nor shall any single or partial exercise of any right under thisAgreement preclude any other or further exercise thereof or the exercise of any other right orremedy. Each of the parties hereto acknowledges and agrees that irreparable damage would occur inthe event any provision of this Agreement were not performed in accordance with the terms hereofand that the parties shall be entitled to specific performance of the terms hereof, in addition toany other remedy at law or equity.          9.7 Governing Law; Venue. This Agreement shall be governed in all respects by theinternal laws of the State of California as applied to agreements entered into among Californiaresidents to be performed entirely within California, without regard to principles of conflicts oflaw. In the event a judicial proceeding is necessary, the exclusive forums for resolving disputesarising under or relating to this Agreement shall be the state and federal courts located withinthe County of Orange, California, and all related appellate courts and the parties hereby consentto the jurisdiction of such courts, and agree that the venue shall be in Orange County, California.          9.8 Successors and Assigns; Assignment. This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective heirs, representatives, successors andassigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall beassigned or delegated, directly or indirectly, by any party hereto without the prior writtenconsent of the other party.          9.9 Signatories. Mr. Laurent Boix-Vives represents to the Purchasers that he representsSEI and the other members of the Boix-Vives Family and has full authority to sign this Agreement ontheir behalf, and that SEI and such members are bound by this Agreement in accordance with theterms hereof.          9.10 Counterparts. This Agreement may be executed in any number of counterparts and eachsuch counterpart hereof shall be deemed to be an original instrument, but all such counterpartstogether shall constitute but one agreement.*(Remainder of page intentionally left blank)*
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          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first abovewritten.           QUIKSILVER, INC., a Delaware corporation   ROSSIGNOL SKI COMPANY, INC.,        a Delaware corporation                    By: Mr. Charles S. Exon   By: Mr. Charles S. Exon    Executive Vice President, Secretary     Authorized representative    and General Counsel             SERVICES EXPANSIONINTERNATIONAL