exv10w2



 






Exhibit 10.2









April 13, 2007




PERSONAL AND CONFIDENTIAL




VIA HAND DELIVERY




Mr. Steven L. Brink

c/o Quiksilver, Inc.

15202 Graham Street

Huntington Beach, California 92649-1109




     Re: Transition From Employment



Dear Steve:



This letter (“Agreement”) will confirm the agreement and understanding we have reached regarding
your departure from Quiksilver, Inc. (“Quiksilver” or the “Company”), and the transition of your
duties and responsibilities. In that regard, we have agreed as follows:





	1.	 	Transition Period.






	 	A.	 	Effective April 16, 2007, you are resigning as Chief Financial Officer and
Treasurer of the Company and as a director and officer of any subsidiaries of the
Company where you serve in such capacities. Beginning April 16, 2007, and continuing
through July 31, 2007 or, if earlier, the date you become employed with another
employer (“Separation Date”) (the “Transition Period”), you will continue as an
employee of the Company providing transition services to the Company on an as-needed
basis as requested by Bob McKnight, Bernard Mariette, Charlie Exon, David Morgan or Joe
Scirocco (“Transition Services”). The Transition Services may include, but not be
limited to, providing organizational transition assistance and historical
financial/accounting information, assistance with required SEC filings and related
matters. During the Transition Period, you are expected to conduct yourself in a
positive and professional manner in support of the Company’s initiatives, as well as
all business and personnel matters related to Quiksilver.
	 
	 	B.	 	During the Transition Period, provided you satisfactorily perform the
Transition Services, the Company shall continue to compensate you on its regular
payroll dates at a rate of $29,166.67 per month (“Salary Continuation”), less legally
required withholdings and deductions. Although the Transition Services represent




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	 	 	 	a significant reduction in the scope of duties you were performing as Chief
Financial Officer, and will require significantly less time, the Salary Continuation
is in part consideration for your general release of claims as referenced in
Paragraph 7 below. You authorize us to mail you your final Salary Continuation
payment on the Company’s regular payroll date covering the payroll period which
includes the Separation Date.
	 
	 	C.	 	During the Transition Period, and subject to subparagraph (E) below, you will
be eligible for the same Company-provided health and welfare benefits you have been
receiving as of the date of this Agreement.
	 
	 	D.	 	During the Transition Period, upon receipt of such expense reports and mileage
reimbursement forms as are customarily required by the Company, Quiksilver will (i)
reimburse you for business mileage, and (ii) pay those amounts reflected on your
expense reports incurred as and for business expenses. All business expenses must be
pre-approved by Bob McKnight, Bernard Mariette, David Morgan, Joe Scirocco or me.
	 
	 	E.	 	During the Transition Period, you are free to commence employment with another
entity. All Salary Continuation and Company-provided health and welfare benefits will,
however, cease upon your eligibility for such benefits pursuant to another employer’s
benefit plan(s). Please notify me promptly upon your re-employment with another
company.
	 
	 	F.	 	Other than the Severance Pay referenced in Paragraph 2 below, and the stock
options referenced in Paragraph 3 below, you are not eligible for, and will not
receive, any other compensation or benefit (including, but not limited to, any
additional bonuses or stock option grants) following the Separation Date.






	2.	 	Termination of Employment/Severance Pay Period.






	 	A.	 	Your employment (and the Transition Period) will terminate for all purposes on
the Separation Date.
	 
	 	B.	 	The Company will pay you severance pay in the total amount of $1,500,000, less
required tax deductions and withholdings (“Severance Pay”), payable as follows:






	 	(i)	 	A lump sum payment of $750,000, less required tax deductions
and withholdings, payable between February 2 and 11, 2008;
	 
	 	(ii)	 	Beginning February 1, 2008, and continuing through January 31,
2009 (the “Severance Pay Period”), the Company shall compensate you on its
regular payroll dates in the monthly amount of $62,500, less legally required
withholdings and deductions. Checks will be sent to your home address.




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	 	C.	 	Except for any consulting services provided pursuant to Paragraph 4, you will
not be required to perform any duties during the Severance Pay Period. Through the end
of the Severance Pay Period, you are expected to conduct yourself in a positive and
professional manner in support of the Company’s initiatives, as well as all business
and personnel matters related to Quiksilver.
	 
	 	D.	 	Your health insurance coverage will cease after the Separation Date, unless you
timely elect and pay for continued coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”). If you desire such continued health coverage
under COBRA, the Company will be responsible for the premiums for such coverage, up to
a maximum of $1,300 per month, through the earlier of (i) the Services Cessation Date
(as defined below) and (ii) January 31, 2009. You will be responsible for all other
premiums.
	 
	 	E.	 	The Company will pay the remaining premium of $16,740 on your $2 million life
insurance policy (expiring April 27, 2016) maintained by the Company through John
Hancock.
	 
	 	F.	 	Nothing in this Agreement shall constitute a waiver of any benefits which are
already vested as of the Separation Date, under any Company 401(k) or employee welfare
benefit plan, and you shall remain fully entitled to all such benefits, if any, in
accordance with the terms of the applicable plan.
	 
	 	G.	 	Except for any continuing and surviving obligations of yours thereunder
(e.g., protection of Quiksilver’s trade secrets and proprietary and
confidential information), any and all employment agreements you may have with
Quiksilver (including, without limitation, that certain agreement dated May 25, 2005,
and amended December 21, 2006) are deemed fully terminated and of no further force or
effect. You have no right to any additional compensation, equity or benefits under any
such employment agreement.
	 
	 	H.	 	After the Separation Date, you are not eligible for, and will not receive, any
other compensation or benefit except as specifically provided herein (including, but
not limited to, any additional bonuses, incentives, stock option grants, expense
reimbursement or employee benefits).
	 
	 	I.	 	Employment references should be directed to me, and I will verify your dates of
employment and position(s) held. If you wish me to confirm your compensation (salary,
bonuses, etc.), please check the box at the end of this sentence, and that will
constitute your authorization for me to do so.  ̈ Yes, I so authorize.






	3.	 	Stock Options and Restricted Stock.






	 	A.	 	Attached hereto as Attachment ”A” is a schedule of your vested and
unvested stock options and restricted stock as of the date of this Agreement. It is
anticipated that following the Transition Period, you will continue to provide Services
(as defined in your stock option agreements) to the Company for some limited period of
time as provided in Paragraph 4 below. The date upon which




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	 	 	 	you cease to provide Services to the Company, whether at the end of the Transition
Period or, if you continue to provide Services pursuant to Paragraph 4 hereof, upon
termination of your consulting services thereunder, is referred to as the “Services
Cessation Date.” All of your unvested stock options which have not previously
expired will accelerate and vest on the Services Cessation Date. Any unexercised
stock options on the Services Cessation Date which have not previously expired will
remain exercisable for a period of (i) ninety (90) days with respect to stock
options granted to you prior to May 25, 2005 and (ii) twelve (12) months with
respect to stock options granted to you on or after May 25, 2005, (commencing with
the Services Cessation Date) after which they will expire and cease to be
exercisable; provided, however, that in no event may such stock options be exercised
after their expiration date and they may terminate and cease to be exercisable
earlier in the event of a corporate transaction as provided in your individual stock
option agreements. All other terms of your stock options shall continue to be
governed by the applicable plan pursuant to which they were issued and the
applicable stock option agreements.
	 	 	 	 
	 	B.	 	On April 16, 2007, all 40,000 shares of restricted stock of the Company held by
you shall expire and be surrendered to the Company.
	 
	 	C.	 	Please note that all “blackout” periods under the Company’s Policy Prohibiting
Insider Trading will continue to apply to you through the Services Cessation Date and
you will continue to be subject to federal and state securities laws which prohibit the
purchase or sale of shares while in possession of material, non-public information.






	4.	 	Consulting Services.
	 
	 	 	You agree that following the Transition Period, you shall make yourself available on an
as-requested basis to the Company’s officers and agents, to consult with the Company on such
matters as the Company may reasonably request. It is anticipated that you will provide most
of such consulting services telephonically or electronically. Your primary contact with
respect to such services shall be me. For such services, you shall receive a consulting fee
of $300 per hour. You acknowledge and agree that your services pursuant to this Paragraph 4
shall be provided as an independent contractor and such services shall not be construed to
create the relationship of employer and employee or principal and agent between you and the
Company. During the period you are providing consulting services pursuant to this Paragraph
4, you shall not be entitled to participate in any of the medical, dental, insurance or any
other benefits provided by the Company for the benefit of its employees. You will maintain
and pay all federal, state and local disability, worker’s compensation, payroll taxes,
self-employment insurance, and income and other taxes, and the Company will not withhold or
pay any such taxes or insurance on your behalf with respect to compensation for such
services. Also, during the period you are providing consulting services pursuant to this
Paragraph 4, you shall be entitled to a clothing allowance of $350 per month and you shall
be permitted to purchase products from the Company at its wholesale price, not to exceed
$500 in the aggregate per month. Provided that such expenses are authorized in advance by
an executive officer of the




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	 	 	Company, the Company will reimburse you for any reasonable travel expenses (at business
class or comparable rates) or other expenses incurred by you in connection with providing
such consulting services. The agreement to provide consulting services as set forth in this
Paragraph 4 may be terminated by you or the Company on thirty (30) days advance written
notice; provided, however, that such services may be terminated immediately by the Company
at any time after you accept employment with, or provide consulting or other advisory
services to, any other entity without the Company’s prior approval.
	 	 	 
	5.	 	Full Understanding and Voluntary Acceptance.
	 	 	 
	 	 	Quiksilver advises you to consult an attorney prior to executing this Agreement. In
entering into this Agreement, you agree that you have had the opportunity to seek the advice
of an independent attorney of your own choice and that you understand all the terms of this
Agreement. You are executing this Agreement voluntarily with full knowledge of its
significance.






6. Return of Property/Non-Solicitation.




	 	A.	 	Except as otherwise provided below, all Company Property must be returned prior
to the end of the Transition Period. By signing this Agreement, you confirm that you
will return all keys, magnetic access cards and all other means of access to the
property or offices of the Company, and all other Company property, equipment and
documents in your possession or under your control, including, but not limited to,
credit cards, cell phones, PDA’s, BlackBerries, fax machines, pagers, files, personnel
forms, accounting information and spreadsheets, budgets, compensation data, business
plans, documents and any other property of the Company (“Company Property”) and that
you will not copy or download any such materials after the end of the Transition
Period.
	 
	 	 	 	Notwithstanding the foregoing, you may retain your laptop computer and printer,
provided that you deliver these items to the Company on or before the Services
Cessation Date to have the memory erased and software removed by the Company. You
also agree (i) to preserve in confidence and not disclose any confidential,
proprietary, or trade secret information relating to Quiksilver, or its products,
personnel, or financial data, and (ii) not to download, copy or transfer any
documents or software from the Company’s computers.
	 
	 	B.	 	Through the end of the Severance Pay Period, you agree not to recruit, or
solicit for employment, any person then employed by Quiksilver or any of the Released
Parties (as defined below).






	7.	 	Release of Claims.






	 	A.	 	In exchange for the consideration provided herein, you agree to, and by signing
this Agreement do, forever waive and release Quiksilver and each of its affiliated or
related entities, divisions, subsidiaries, foundations, licensees, shareholders,
officers, directors, employees, agents, successors and assigns (collectively,




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	 	 	 	“Released Parties”), from all known and unknown claims, rights, actions, complaints,
charges, liabilities, obligations, promises, agreements, causes of action, suits,
demands, damages, costs, losses, debts, and expenses of any nature whatsoever which
you ever had, now have, or may claim to have against any of the Released Parties,
including, without limitation, any claim arising out of (i) any aspect of your
employment or the termination of your employment with the Company; (ii) any
restrictions on the right of Quiksilver to terminate your employment or any
employment agreement with you; (iii) any agreement, understanding or inducement,
oral or written, express or implied, between you and any of the Released Parties,
including any employment agreement (including, without limitation, that certain
agreement dated May 25, 2005, and amended December 21, 2006); (iv) any stock options
or restricted stock (other than as provided in Paragraph 3 of this Agreement);
and/or (v) any federal, state or governmental constitution, statute, regulation or
ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act, and the California Fair Employment and
Housing Act; provided, however, that this release does not (a) affect rights
or claims that may arise after the date it is executed, (b) waive rights or claims
arising out of this Agreement, or (c) waive any rights you may have to indemnity,
under Labor Code § 2802 or otherwise. In addition, the Released Parties hereby
agree to forever waive and release you from all known and unknown claims, rights,
actions, complaints, charges, liabilities, obligations, promises, agreements, causes
of action, suits, demands, damages, costs, losses, debts, and expenses of any nature
whatsoever which they ever had, now have, or may claim to have against you.
	 
	 	B.	 	Further, each party waives and relinquishes all rights and benefits they may
have under Section 1542 of the California Civil Code. Section 1542 reads as follows:






“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”




	8.	 	Non-Admission.
	 
	 	 	Nothing contained in this Agreement shall be considered an admission of any liability
whatsoever. If you elect not to sign this Agreement, this Agreement is inadmissible in
evidence to prove any liability or damage.
	 
	9.	 	Severability.
	 
	 	 	Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be
declared void or unenforceable, such portion shall be considered independent and severable
from the remainder, the validity of which shall remain unaffected.




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	10.	 	Entire Agreement and Arbitration.
	 
	 	 	This Agreement constitutes the entire agreement between you and Quiksilver pertaining to the
subject matter hereof and supersedes any and all prior agreements, understandings,
negotiations and discussions, whether oral or written, pertaining to the subject matter
hereof. After the execution of this Agreement, to the fullest extent allowed by law, any
controversy, claim or dispute between you and the Company (and/or any of the Released
Parties) relating to or arising out of this Agreement or 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 applicable rules of the American
Arbitration Association. The Company shall pay the arbitrator’s fees and any American
Arbitration Association administrative expenses.
	 
	11.	 	Signature and Revocation Periods.
	 
	 	 	So that you can review this Agreement as you deem appropriate, the Company advises you as
follows: (i) this Agreement does not waive any rights or claims that may arise after it is
executed by you; (ii) you will have twenty-one (21) days to consider this Agreement,
although you may sign it sooner than that if you so desire; (iii) you should consult with an
attorney if you desire before executing this Agreement; and (iv) you also retain the right
to revoke this Agreement at any time during the seven (7)-day period following execution of
the Agreement. This Agreement shall not become effective or enforceable until such seven
(7)-day period has expired.




By signing below, you voluntarily accept the terms contained in this Agreement.



Steve, Quiksilver thanks you for your service and wishes you well as you transition to a role in a
new organization.




Best regards.




Sincerely,




QUIKSILVER, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Charles S. Exon
	 	 
	 

	 	Executive Vice President, Business & Legal Affairs,	 	 
	 

	 	Secretary and General Counsel	 	 






I HAVE READ, UNDERSTAND AND VOLUNTARILY

AGREE TO THE ABOVE.




	 	 	 
	 

	 	 
	Steven L. Brink

	 	Date






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ATTACHMENT “A”




STOCK OPTIONS AND RESTRICTED STOCK — STEVEN L. BRINK




Stock Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Currently	 	Currently
	      Grant Date	 	Expiration Date	 	Granted	 	Grant Price	 	Outstanding	 	Exercisable
	12/15/98
	 	 	12/16/08	 	 	 	90,000	 	 	$	3.9271	 	 	 	70,000	 	 	 	70,000	 
	  2/11/00
	 	 	02/12/10	 	 	 	160,000	 	 	$	2.9844	 	 	 	160,000	 	 	 	160,000	 
	12/22/00
	 	 	12/23/10	 	 	 	80,000	 	 	$	4.6094	 	 	 	80,000	 	 	 	80,000	 
	12/03/01
	 	 	12/04/11	 	 	 	80,000	 	 	$	3.5250	 	 	 	80,000	 	 	 	80,000	 
	12/19/02
	 	 	12/20/12	 	 	 	88,000	 	 	$	6.6575	 	 	 	88,000	 	 	 	88,000	 
	11/12/03
	 	 	11/13/13	 	 	 	80,000	 	 	$	8.7250	 	 	 	80,000	 	 	 	80,000	 
	05/03/04
	 	 	05/04/14	 	 	 	20,000	 	 	$	11.1250	 	 	 	20,000	 	 	 	13,333	 
	01/25/05
	 	 	01/26/15	 	 	 	104,000	 	 	$	14.3050	 	 	 	104,000	 	 	 	69,333	 
	12/27/05
	 	 	12/28/15	 	 	 	30,000	 	 	$	13.7700	 	 	 	30,000	 	 	 	10,000	 
	12/20/06
	 	 	12/20/16	 	 	 	20,000	 	 	$	15.5500	 	 	 	20,000	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Optionee Totals
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	732,000	 	 	 	650,666	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Restricted Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant Date	 	Expiration Date	 	Granted	 	Grant Price	 	Outstanding	 	Exercisable
	09/29/06
	 	 	N/A	 	 	 	40,000	 	 	$	0.0000	 	 	 	40,000	 	 	 	N/A