exv10w37






Exhibit 10.37




May 25, 2005




PERSONAL
AND CONFIDENTIAL




Marty Samuels

c/o Quiksilver, Inc.

15202 Graham Street

Huntington Beach, California 92649





			
	Re:	 	Employment at Quiksilver, Inc.





Dear Marty:




          This letter (“Agreement”) will confirm our understanding and agreement regarding your
continued employment with Quiksilver, Inc. (“Quiksilver” or the “Company”). This Agreement is
effective May 25, 2005, and completely supersedes and replaces any existing or previous oral or
written understandings or agreements, express or implied, between you and the Company regarding
your employment.





	 	1.	 	Position; Exclusivity. The Company hereby agrees to
employ you as its President, Americas, currently reporting to the President.
During your employment with Quiksilver, you will devote your full professional
and business time, interest, abilities and energies to the Company and will
not render any services to any other person or entity, whether for
compensation or otherwise, or engage in any business activities competitive
with or adverse to the Company’s business or welfare, whether alone, as an
employee, as a partner, as a member, or as a shareholder, officer or director
of any other corporation, or as a trustee, fiduciary or in any other similar
representative capacity of any other entity.
	 
	 	2.	 	Base Salary. Your base salary, retroactive to
November 1, 2004 will be $27,500 per month ($330,000 on an annualized basis),
less applicable withholdings and deductions, paid on the Company’s regular
payroll dates. Your salary will be reviewed at the time management salaries
are reviewed periodically and may be adjusted (but not below $27,500 per
month) at the Company’s discretion in light of the Company’s performance, your
performance, market conditions and other factors deemed relevant by the
Company.
	 
	 	3.	 	Bonus. For the fiscal year ending October 31, 2005
and each fiscal year thereafter, you shall be eligible to receive a
discretionary bonus under the terms approved by the Board of Directors for
such bonus. Any such bonus shall be paid within thirty (30) days following
the date the Company publicly releases its annual audited financial statements
(the “Bonus Payment Date”). In the event that your employment with the Company terminates prior to the end of the
applicable fiscal year, your eligibility to receive a pro rata portion of




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the bonus is governed by Paragraph 9 below. Any bonus payments shall be
less applicable withholdings and deductions.
	 
	 	4.	 	Vacation. Since Quiksilver does not have a vacation
policy for executives of your level, no vacation days will be treated as
earned or accrued.
	 
	 	5.	 	Health and Disability Insurance. You (and any
eligible dependents you elect) will be covered by the Company’s group health
insurance programs on the same terms and conditions applicable to comparable
employees. You will also be covered by the long-term disability plan for
senior executives on the same terms and conditions applicable to comparable
employees. The Company reserves the right to change, modify, or eliminate
such coverages in its discretion.
	 
	 	6.	 	Clothing Allowance. You will be provided a clothing
allowance of $4,000 per year at the Company’s wholesale prices.
	 
	 	7.	 	Stock Options. You shall continue to be a
participant in Quiksilver’s Stock Incentive Plan, or any successor equity
plan. The amount and terms of any restricted stock, stock options, stock
appreciation rights or other interests to be granted to you will be determined
by the Board of Directors in its discretion and covered in separate
agreements, but shall be substantially similar to those granted to other
senior executives of Quiksilver of equivalent level. Stock options granted to
you after the date hereof through the termination of your employment shall
provide that if you are terminated by the Company without Cause (as
hereinafter defined), as a result of your death or permanent disability, or
you terminate your employment for Good Reason (as hereinafter defined), any
such options outstanding will automatically vest in full on an accelerated
basis so that the options will immediately prior to such termination become
exercisable for all option shares and remain exercisable until the earlier to
occur of (i) the first anniversary of such termination, (ii) the end of the
option term, or (iii) termination pursuant to other provisions of the
applicable option plan or agreement (e.g., a corporate transaction).
	 
	 	8.	 	Life Insurance. The Company will pay the premium on
a term life insurance policy on your life with a company and policy of our
choice, and a beneficiary of your choice, in the face amount determined by the
Company of not less than $2,000,000. Our obligation to obtain and maintain
this insurance is contingent upon your establishing and maintaining
insurability, and we are not required to pay premiums for such a policy in
excess of $5,000 annually.




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	 	9.	 	Unspecified Term; At Will Employment; Termination.
	 
	 	 	 	(a) Notwithstanding anything to the contrary in this Agreement or in your
prior employment relationship with the Company, express or implied, your
employment is for an unspecified term and either you or Quiksilver may
terminate your employment at will and with or without Cause (as defined
below) or notice at any time for any reason; provided, however,
that you agree to provide the Company with thirty (30) days advance
written notice of your resignation (during which time the Company may
elect, in its discretion, to relieve you of all duties and
responsibilities). This at-will aspect of your employment relationship
can only be changed by an individualized written agreement signed by both
you and an authorized officer of the Company.
	 
	 	 	 	(b) The Company may also terminate your employment immediately, without
notice, for Cause, which shall include, but not be limited to, (i) your
death, (ii) your permanent disability which renders you unable to perform
your duties and responsibilities for a period in excess of three
consecutive months, (iii) willful misconduct in the performance of your
duties, (iv) commission of a felony or violation of law involving moral
turpitude or dishonesty, (v) self-dealing, (vi) willful breach of duty,
(vii) habitual neglect of duty, or (viii) a material breach by you of your
obligations under this Agreement. If the Company terminates your
employment for Cause, or you terminate your employment other than for Good
Reason (as defined below), you (or your estate or beneficiaries in the
case of your death) shall receive your base salary and other benefits
earned and accrued prior to the termination of your employment and, in the
case of a termination pursuant to subparagraphs (i) or (ii) only, a pro
rata portion of your bonus, if any, as provided in Paragraph 3 for the
fiscal year in which such termination occurs, less applicable withholdings
and deductions, and you shall have no further rights to any other
compensation or benefits hereunder on or after the termination of your
employment.
	 
	 	 	 	(c) If Quiksilver elects to terminate your employment without Cause, or if
you terminate your employment with the Company for Good Reason within six
(6) months of the action constituting Good Reason, the Company will
(i) continue to pay your base salary (but not any employment benefits) on
its regular payroll dates for a period of eighteen (18) months, (ii) pay
you a pro rata portion of a bonus adopted pursuant to Paragraph 3, if any,
for the fiscal year in which such termination occurs, less applicable
withholdings and deductions, and (iii) pay you an amount equal to two
times the average annual bonus earned by you pursuant to Paragraph 3 during the two (2) most recently completed fiscal years of the Company,
payable over an eighteen (18) month period following




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	 	 	 	termination in equal
installments on the Company’s regular payroll dates, less applicable
withholdings and deductions. In order for you to be eligible to receive
the payments specified in this Paragraph 9(c), you must execute a general
release of claims in a form reasonably acceptable to the Company. You
shall have no further rights to any other compensation or benefits
hereunder on or after the termination of your employment. You shall not
have a duty to seek substitute employment, and the Company shall not have
the right to offset any compensation due you against any compensation or
income received by you after the date of such termination.
	 
	 	 	 	“Good Reason” for you to terminate employment means a voluntary
termination as a result of (i) the assignment to you of duties materially
inconsistent with your position as set forth above without your consent,
(ii) a material diminution of your authority without your consent, (iii) a
material breach by the Company of its obligations under this Agreement,
(iv) a failure by the Company to obtain from any successor, before the
succession takes place, an agreement to assume and perform the obligations
contained in this Agreement, or (v) the Company requiring you to be based
(other than temporarily) at any office or location outside of the Southern
California area without your consent. Notwithstanding the foregoing, Good
Reason shall not exist unless you provide the Company notice of
termination on account thereof and, if such event or condition is curable,
the Company fails to cure such event or condition within thirty (30) days
of such notice.
	 
	 	 	 	(d) In the event that any payment or benefit received or to be received by
you (collectively, the “Payments”) would constitute a parachute payment
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), then the following limitation shall apply:
	 
	 	 	 	The aggregate present value of those Payments shall be limited in amount
to the greater of the following dollar amounts (the “Benefit
Limit”):
	 
	 	 	 	(i) 2.99 times your Average Compensation (as defined below), or

(ii) the amount which yields you the greatest after-tax amount of Payments
under this Agreement after taking into account any excise tax imposed
under Code Section 4999 on those Payments.
	 
	 	 	 	The present value of the Payments will be measured as of the date of the
change in control and determined in accordance with the provisions of Code
Section 280G(d)(4).




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	 	 	 	Average Compensation means the average of your W-2 wages from the Company
for the five (5) calendar years completed immediately prior to the
calendar year in which the change in control is effected. Any W-2 wages
for a partial year of employment will be annualized, in accordance with
the frequency which such wages are paid during such partial year, before
inclusion in Average Compensation.
	 
	 	10.	 	Trade Secrets; Confidential and/or Proprietary
Information. The Company owns certain trade secrets and other
confidential and/or proprietary information which constitute valuable property
rights, which it has developed through a substantial expenditure of time and
money, which are and will continue to be utilized in the Company’s business
and which are not generally known in the trade. This proprietary information
includes the list of names of the customers and suppliers of Quiksilver, and
other particularized information concerning the products, finances, processes,
material preferences, fabrics, designs, material sources, pricing information,
production schedules, sales and marketing strategies, sales commission
formulae, merchandising strategies, order forms and other types of proprietary
information relating to our products, customers and suppliers. You agree that
you will not disclose and will keep strictly secret and confidential all trade
secrets and proprietary information of the Company, including, but not limited
to, those items specifically mentioned above.
	 
	 	11.	 	Expense Reimbursement. The Company will reimburse you for
documented reasonable and necessary business expenses incurred by you
while engaged in business activities for the Company’s benefit on such
terms and conditions as shall be generally available to other executives
of the Company.
	 
	 	12.	 	Compliance With Business Policies. You will devote
your full business time and attention to Quiksilver and will not be involved
in other business ventures without written authorization from the Company’s
Board of Directors. You will be required to observe the Company’s personnel
and business policies and procedures as they are in effect from time to time.
In the event of any conflicts, the terms of this Agreement will control.
	 
	 	13.	 	Entire Agreement. This Agreement, its addenda, and
any stock option agreements the Company may enter into with you contain the
entire integrated agreement between us regarding these issues, and no
modification or amendment to this Agreement will be valid unless set forth in
writing and signed by both you and an authorized officer of the Company.
	 
	 	14.	 	Arbitration as Exclusive Remedy. To the fullest
extent allowed by law, any controversy, claim or dispute between you and the
Company (and/or any of its affiliates, owners, shareholders,




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	 	 	 	directors, officers, employees, volunteers or agents) relating to or
arising out of your employment or the cessation of that employment will be
submitted to final and binding arbitration in Orange County, California,
for determination in accordance with the American Arbitration
Association’s (“AAA”) National Rules for the Resolution of Employment
Disputes, as the exclusive remedy for such controversy, claim or dispute.
In any such arbitration, the parties may conduct discovery to the same
extent as would be permitted in a court of law. The arbitrator shall
issue a written decision, and shall have full authority to award all
remedies which would be available in court. The Company shall pay the
arbitrator’s fees and any AAA administrative expenses. Any judgment upon
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Possible disputes covered by the above include (but
are not limited to) unpaid wages, breach of contract, torts, violation of
public policy, discrimination, harassment, or any other employment-related
claims under laws including but not limited to, Title VII of the Civil
Rights Act of 1964, the Americans With Disabilities Act, the Age
Discrimination in Employment Act, the California Fair Employment and
Housing Act, the California Labor Code and any other statutes or laws
relating to an employee’s relationship with his/her employer, regardless
of whether such dispute is initiated by the employee or the Company.
Thus, this bilateral arbitration agreement fully applies to any and all
claims that the Company may have against you, including (but not limited
to) claims for misappropriation of Company property, disclosure of
proprietary information or trade secrets, interference with contract,
trade libel, gross negligence, or any other claim for alleged wrongful
conduct or breach of the duty of loyalty. Nevertheless, claims for
workers’ compensation benefits or unemployment insurance, those arising
under the National Labor Relations Act, and any other claims where
mandatory arbitration is prohibited by law, are not covered by this
arbitration agreement, and such claims may be presented by either the
Company or you to the appropriate court or government agency. BY AGREEING
TO THIS BINDING ARBITRATION PROVISION, BOTH YOU AND THE COMPANY GIVE UP
ALL RIGHTS TO TRIAL BY JURY. This mutual arbitration agreement is to be
construed as broadly as is permissible under applicable law.


	 	15.	 	Successors and Assigns. This Agreement will be
assignable by the Company to any successor or to any other company owned or
controlled by the Company, and will be binding upon any successor to the
business of the Company, whether direct or indirect, by purchase of
securities, merger, consolidation, purchase of all or substantially all of the
assets of the Company or otherwise.




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Please sign and return the enclosed copy of this letter to me for our files to acknowledge your
agreement with the above.




Very truly yours,




                                                            

Robert B. McKnight




                                                            




Bernard Mariette




Enclosure




ACKNOWLEDGED AND AGREED:




                                                            

Marty Samuels





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