##### 



Exhibit 2.3
 STOCK PURCHASE AGREEMENT
 BY AND AMONG
 QUIKSILVER, INC.
 ROSSIGNOL SKI COMPANY, INC.,
 ROGER CLEVELAND GOLF COMPANY, INC.
 and
 SRI SPORTS LIMITED
 Effective October 30, 2007




---



##### 



TABLE OF CONTENTS
 PageARTICLE I  PURCHASE AND SALE OF SHARES
    
    
    11.1 Purchase and Sale
    
    
    11.2 Purchase Price
    
    
    11.3 Adjustments to Purchase Price
    
    
    21.4 Closing
    
    
    51.5 Closing Obligations
    
    
    5ARTICLE II  REPRESENTATIONS AND WARRANTIES OF QUIKSILVER
    
    
    62.1 Organization and Good Standing
    
    
    62.2 Authority; No Conflict
    
    
    72.3 Capitalization
    
    
    82.4 Financial Statements
    
    
    82.5 Books and Records
    
    
    92.6 Title to Properties; Encumbrances
    
    
    92.7 Sufficiency of Assets
    
    
    102.8 Accounts Receivable
    
    
    102.9 Inventory
    
    
    102.10 No Undisclosed Liabilities
    
    
    102.11 Taxes
    
    
    112.12 Employee Benefits
    
    
    132.13 Compliance with Legal Requirements; Governmental Authorizations
    
    
    162.14 Legal Proceedings; Orders
    
    
    162.15 Absence of Certain Changes and Events
    
    
    172.16 Contracts; No Defaults
    
    
    192.17 Insurance
    
    
    212.18 Environmental Matters
    
    
    222.19 Employees
    
    
    222.20 Labor Relations; Compliance
    
    
    232.21 Intellectual Property
    
    
    242.22 Certain Payments
    
    
    282.23 Brokers or Finders
    
    
    282.24 Suppliers and Customers
    
    
    282.25 Foreign Corrupt Practices Act
    
    
    292.26 Powers of Attorney
    
    
    292.27 Guaranties
    
    
    292.28 Relationships with Related Persons
    
    
    29ARTICLE III  REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    293.1 Organization and Good Standing
    
    
    293.2 Authority; No Conflict
    
    
    293.3 Financing
    
    
    303.4 Certain Proceedings
    
    
    303.5 Investment Intent; Ability to Evaluate and Bear Risks
    
    
    30




---



##### 



TABLE
OF CONTENTS
 Page3.6 Investigation by Buyer; Quiksilvers and Sellers Liability
    
    
    303.7 Brokers or Finders
    
    
    31ARTICLE IV  COVENANTS OF QUIKSILVER, SELLER AND COMPANY PRIOR TO CLOSING DATE
    
    
    314.1 Access and Investigation
    
    
    314.2 Operation of the Businesses of the Acquired Companies
    
    
    324.3 Negative Covenant
    
    
    324.4 Notification
    
    
    324.5 Antitrust Filings
    
    
    334.6 Required Approvals
    
    
    334.7 Charges, Fees and Prepayment Obligations; Guarantees
    
    
    334.8 Consultations and Communications Regarding Employee Matters
    
    
    334.9 Transfer of Certain Intellectual Property
    
    
    344.10 Commercially Reasonable Efforts
    
    
    344.11 Acquired Company Restructuring
    
    
    344.12 Accounting Treatment
    
    
    344.13 Consent of Landlord for Company Headquarters
    
    
    34ARTICLE V  COVENANTS OF BUYER PRIOR TO CLOSING DATE
    
    
    345.1 Notification
    
    
    345.2 Antitrust Filings
    
    
    355.3 Required Approvals
    
    
    355.4 Commercially Reasonable Efforts
    
    
    35ARTICLE VI  ADDITIONAL AGREEMENTS
    
    
    356.1 Tax Returns and Transfer Taxes
    
    
    356.2 Indemnification of Officers and Directors of Company
    
    
    376.3 Other Intercompany Arrangements
    
    
    376.4 Excluded Insurance Policies; Continued Product Liability Insurance
    
    
    386.5 Settlement and General Release of the Buyer Released Parties
    
    
    386.6 Litigation Support
    
    
    396.7 Transition Services
    
    
    406.8 Assumption of Automobile Leases
    
    
    41ARTICLE VII  CONDITIONS PRECEDENT TO BUYERS OBLIGATION TO CLOSE
    
    
    417.1 Accuracy of Representations
    
    
    417.2 Quiksilvers, Sellers and Companys Performance
    
    
    417.3 Consents
    
    
    427.4 No Proceedings
    
    
    427.5 No Injunction
    
    
    427.6 HSR Act Waiting Period
    
    
    427.7 Amended and Restated Credit Agreement Release
    
    
    42




---



##### 



TABLE
OF CONTENTS
 PageARTICLE VIII  CONDITIONS PRECEDENT TO QUIKSILVERS, SELLERS AND COMPANYS OBLIGATION TO CLOSE
    
    
    428.1 Accuracy of Representations
    
    
    438.2 Buyers Performance
    
    
    438.3 No Injunction
    
    
    438.4 HSR Act Waiting Period
    
    
    438.5 Bank Consent
    
    
    43ARTICLE IX  TERMINATION
    
    
    439.1 Termination Events
    
    
    439.2 Effect of Termination
    
    
    44ARTICLE X  INDEMNIFICATION; REMEDIES
    
    
    4410.1 Survival; Right to Indemnification Not Affected by Knowledge
    
    
    4410.2 Indemnification and Payment of Damages by Quiksilver
    
    
    4410.3 Indemnification and Payment of Damages by Buyer
    
    
    4410.4 Time Limitations
    
    
    4510.5 Limitations on AmountQuiksilver, Seller and Company
    
    
    4510.6 Exclusive Remedy
    
    
    4610.7 Procedure for IndemnificationThird Party Claims
    
    
    4610.8 Procedure for IndemnificationOther Claims
    
    
    4710.9 Interpretation
    
    
    4710.10 Tax Benefits
    
    
    4710.11 No Environmental Contribution
    
    
    48ARTICLE XI  GENERAL PROVISIONS
    
    
    4811.1 Expenses
    
    
    4811.2 Public Announcements
    
    
    4811.3 Confidentiality
    
    
    4911.4 Notices
    
    
    4911.5 Arbitration
    
    
    5011.6 Further Assurances
    
    
    5011.7 Waiver
    
    
    5111.8 Entire Agreement and Modification
    
    
    5111.9 Disclosure Letter
    
    
    5111.10 Assignments, Successors, and No Third-Party Rights
    
    
    5111.11 Severability
    
    
    5111.12 Time of Essence
    
    
    5211.13 Governing Law
    
    
    5211.14 Equitable Remedies
    
    
    5211.15 Independence of Agreements, Covenants, Representations and Warranties
    
    
    5211.16 Execution
    
    
    5211.17 Other Definitional and Interpretive Matters
    
    
    52




---



##### 



TABLE OF CONTENTS
 LIST OF EXHIBITSExhibit A
    
    DefinitionsExhibit B
    
    Form Legal OpinionExhibit C
    
    Resignations
 iv




---



##### 



STOCK PURCHASE AGREEMENT
 Exhibit A
 R E C I T A L S
   AGREEMENT
  ARTICLE I
PURCHASE AND SALE OF SHARES
 Purchase and Sale
 Purchase Price
    1




---



##### 



Adjustments to Purchase Price
  2




---



##### 



3




---



##### 



4




---



##### 



Closing
 Closing Obligations
    Exhibit B
 Exhibit C
   5




---



##### 



(b)
    
    Buyer will cause to be delivered to Quiksilver and Seller:
    ARTICLE II
REPRESENTATIONS AND WARRANTIES OF QUIKSILVER
  Organization and Good Standing
   6




---



##### 



Authority; No Conflict
         7




---



##### 



Capitalization
 Financial Statements
   8




---



##### 



Books and Records
 Title to Properties; Encumbrances
   9




---



##### 



Sufficiency of Assets
 Accounts Receivable
 Inventory
 No Undisclosed Liabilities
 10




---



##### 



Taxes
          11




---



##### 



12




---



##### 



Employee Benefits
   13




---



##### 



14




---



##### 



15




---



##### 



Compliance with Legal Requirements; Governmental Authorizations
    Legal Proceedings; Orders
     16




---



##### 



Absence of Certain Changes and Events
        17




---



##### 



18




---



##### 



Contracts; No Defaults
        19




---



##### 



20




---



##### 



Insurance
 21




---



##### 



Environmental Matters
     Employees
  22




---



##### 



Labor Relations; Compliance
 23




---



##### 



comité dentreprise
 Intellectual Property
 Intellectual Property Assets
      Agreements
 Intellectual Property Rights
   24




---



##### 



Know-How Necessary for the Business
   25




---



##### 



Patents
      26




---



##### 



Trademarks
      Copyrights
     27




---



##### 



Trade Secrets
   Certain Payments
 Brokers or Finders
 Suppliers and Customers
 28




---



##### 



Foreign Corrupt Practices Act
 Powers of Attorney
 Guaranties
 Relationships with Related Persons
 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
  Organization and Good Standing
 Authority; No Conflict
     29




---



##### 



Financing
   Certain Proceedings
 Investment Intent; Ability to Evaluate and Bear Risks
 Investigation by Buyer; Quiksilvers and Sellers Liability
 30




---



##### 



Brokers or Finders
 ARTICLE IV
COVENANTS OF QUIKSILVER, SELLER AND COMPANY
PRIOR TO CLOSING DATE
 Access and Investigation
  31




---



##### 



Operation of the Businesses of the Acquired Companies
  ,
   Negative Covenant
 Notification
 32




---



##### 



Antitrust Filings
 Required Approvals
 Charges, Fees and Prepayment Obligations; Guarantees
 Consultations and Communications Regarding Employee Matters Exhibit C
 33




---



##### 



Transfer of Certain Intellectual Property
 Commercially Reasonable Efforts
 Acquired Company Restructuring
 Accounting Treatment
 Consent of Landlord for Company Headquarters
 ARTICLE V
COVENANTS OF BUYER PRIOR TO CLOSING DATE
 Notification
 34




---



##### 



Antitrust Filings
 Required Approvals
 Commercially Reasonable Efforts
 ARTICLE VI
ADDITIONAL AGREEMENTS
 Tax Returns and Transfer Taxes
 Quiksilvers Consolidated Income Tax Returns
 Other Returns
 35




---



##### 



Amended Returns
 Tax Proceedings
 Cooperation on Tax Matters
 36




---



##### 



Tax Sharing Agreements
 Transfer Taxes
 Indemnification of Officers and Directors of Company
   Other Intercompany Arrangements
 37




---



##### 



Excluded Insurance Policies; Continued Product Liability Insurance
    Settlement and General Release of the Buyer Released Parties
  38




---



##### 



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
  Litigation Support
 39




---



##### 



Transition Services
     40




---



##### 



Assumption of Automobile Leases
 ARTICLE VII
CONDITIONS PRECEDENT TO BUYERS OBLIGATION TO CLOSE
  Accuracy of Representations
 Quiksilvers, Sellers and Companys Performance
  41




---



##### 



Consents
 No Proceedings
 No Injunction
 HSR Act Waiting Period
 Amended and Restated Credit Agreement Release
 ARTICLE VIII
CONDITIONS PRECEDENT TO QUIKSILVERS, SELLERS AND
COMPANYS OBLIGATION TO CLOSE
  42




---



##### 



Accuracy of Representations
 Buyers Performance
   No Injunction
 HSR Act Waiting Period
 Bank Consent
 ARTICLE IX
TERMINATION
 Termination Events
   43




---



##### 



Effect of Termination
 ARTICLE X
INDEMNIFICATION; REMEDIES
 Survival; Right to Indemnification Not Affected by Knowledge
 Indemnification and Payment of Damages by Quiksilver
 Indemnification and Payment of Damages by Buyer
 44




---



##### 



Time Limitations
 Limitations on AmountQuiksilver, Seller and Company
 45




---



##### 



Exclusive Remedy
 Procedure for IndemnificationThird Party Claims
   46




---



##### 



Procedure for IndemnificationOther Claims
 Interpretation
 Tax Benefits
  47




---



##### 



No Environmental Contribution
 ARTICLE XI
GENERAL PROVISIONS
 Expenses
 Public Announcements
 48




---



##### 



Confidentiality
   Notices
 49




---



##### 



If to Quiksilver, Seller
or, prior to the Closing,
Company:
    
    Quiksilver, Inc.
15202 Graham Street
Huntington Beach, CA 92649
Attention: General Counsel
Facsimile: (714) 889-4250With copy to (which shall
not constitute notice):
    
    Hewitt & ONeil LLP
19900 MacArthur Blvd., Suite 1050
Irvine, CA 92612
Attention: Paul A. Rowe
Facsimile: (949) 798-0511If to Buyer:
    
    SRI Sports Limited
609, 3-chome, wakinohama-cho
Chuo-ku, Kobe 651-0072
Japan
Attention: Kazuo Kinameri
Facsimile: 81-78-265-3150With copy to (which shall
not constitute notice):
    
    Morrison & Foerster LLP
Shin-Marunouchi Building, 29th Floor,
1-5-1 Marunouchi, Chiyoda-ku,
Tokyo 100-6529, Japan
Attention: Gary M. Smith, Esq. and Randy S. Laxer, Esq.
Facsimile: 81-3-3214-6512
 Arbitration
 Further Assurances
 50




---



##### 



Waiver
 Entire Agreement and Modification
 Disclosure Letter
 Assignments, Successors, and No Third-Party Rights
 Severability
 51




---



##### 



Time of Essence
 Governing Law
 Equitable Remedies
 Independence of Agreements, Covenants, Representations and Warranties
 Execution
 Other Definitional and Interpretive Matters
  Calculation of Time Period
 52




---



##### 



Dollars
 Exhibits/Schedules
 Gender and Number
 Headings
 Herein
 Including
  [Signature page follows]
 53




---



##### 



QUIKSILVERQUIKSILVER, INC., a Delaware corporationBy:Name:Title:SELLERROSSIGNOL SKI COMPANY, INC., a California corporationBy:Name:Title:COMPANYROGER CLEVELAND GOLF COMPANY, INC., a California corporationBy:Name:Title:BUYERSRI SPORTS LIMITED, a Japanese corporationBy:Name:Title:
 54




---



##### 



EXHIBIT A
 DEFINITIONS
 Accounts Receivable
 Acquired Companies
 Acquired Company Cash
 Affiliate
 Agreement
 Antitrust Laws
 Audited Balance Sheet
 Audited Financial Statements
 Best Efforts
 Breach
 Business
 Business Day
 Buyer
 Buyer Material Adverse Effect
 Exhibit A-1




---



##### 



Buyer Indemnified Persons
 Buyers Advisors
 Change in Control Obligations
 Change in Control Obligation Loan
 Closing
 Closing Cash Amount
 Closing Date
 Closing Date Balance Sheet
 Closing Working Capital
 Closing Working Capital Statement
 Code
 Company
 Company Material Adverse Effect
 Exhibit A-2




---



##### 



Company Permits
 Company Working Capital
 Consent
 Contract
 Copyrights
 Current Assets
 Current Liabilities
 D&O Indemnified Parties
 Damages
 Disclosure Letter
 Dispute Notice
 Due Diligence Information
 Encumbrance
 Exhibit A-3




---



##### 



Environment
 Environmental Law
 ERISA
 Estimated Closing Date Balance Sheet
 Estimated Closing Working Capital
 Excluded Insurance Policies
 Facilities
 Final Closing Working Capital Amount
 Financial Statements
 Foreign Plans
 GAAP
 Governmental Authorization
 Governmental Body
  Exhibit A-4




---



##### 



Hazardous Substances
 HSR Act
 Insurance Policies
 Intellectual Property Assets
 Interim Balance Sheet
 Interim Financial Statements
 Inventory
 IRS
 Key Consents
 Knowledge
  Exhibit A-5




---



##### 



Knowledge of Quiksilver
 Legal Requirement
 Liability
 Marks
 Material Contracts
 Mixed Use Foreign Offices
 Multiemployer Plan
 Neutral Accountants
 Order
 Organizational Documents
 Patents
 PBGC
 Person
 Exhibit A-6




---



##### 



Plans
 Pre-Closing Tax Period
 Pre-Closing Taxes
 Pro Forma Consolidated Financial Statements
 Proceeding
 Purchase Price
 Quiksilver
 Required Buyer Intercompany Loan
 Securities Act
 Seller
 Seller Affiliates
 Seller Indemnified Persons
 Shares
 Straddle Period
 Subsidiary
 Exhibit A-7




---



##### 



Tax Taxes
 Tax Benefits
 Tax Return
 Threatened
 Trade Secrets
 Exhibit A-8




---



##### 



EXHIBIT B
 FORM OF LEGAL OPINION
  
 
 
 
  Quiksilver Rossignol Sellers Company SRI Sports Stock Purchase Agreement
  (a)
    
    The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of California, and has the corporate power and corporate authority to
conduct its business as presently conducted.(b)
    
    Each of the Sellers is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.(c)
    
    Each of Quiksilver, Rossignol and the Company has the corporate power and corporate authority
to execute and deliver, and to perform and observe the provisions of, the Stock Purchase
Agreement and, as applicable, the Transition Services Agreement as defined in the Stock
Purchase Agreement (collectively, the Documents).(d)
    
    The Documents have each been duly authorized, executed and delivered by each of Quiksilver,
Rossignol and the Company. The Documents constitute valid and binding obligations of each of
Quiksilver, Rossignol and the Company enforceable against each of Quiksilver, Rossignol and
the Company in accordance with their respective terms.(e)
    
    No registration with, consent or approval of, notice to, or other action by, any governmental
entity is required on the part of any of Quiksilver, Rossignol or the Company for the
execution, delivery or performance by any of Quiksilver, Rossignol or the Company of the
Documents, or if required, such registration has been made, such consent or approval has been
obtained, such notice has been given or such other appropriate action has been taken.
 Exhibit B-1




---



##### 



(f)
    
    The execution, delivery and performance of the Documents by each of Quiksilver, Rossignol and
the Company will not (i) violate any of Quiksilver, Rossignol or the Companys Certificate of
Incorporation or Articles of Incorporation, as the case may be; or (ii) violate the current
Delaware General Corporation Law or any current California or federal statute, rule or
regulation.
 Exhibit B-2




---



##### 



EXHIBIT C
 RESIGNATIONS [TO CONFIRM DD]
 Roger Cleveland Golf Company, Inc. (California)
 Officers
 
    
    Charles Exon  Secretary
 Directors
 
    
    Charles Exon
    
    Frank Leavy
 Riviera SNC (France)
 Officers
 
    
    Peter Bloxham
 Directors
 
    
    Peter Bloxham
 Belfry Golf, Ltd (United Kingdom)
 Officers
 
    
    Peter Bloxham
 Directors
 
    
    Peter Bloxham
 Cleveland Golf Canada Corp. (Canada)
 Officers
 
    
    Charles Exon  President
    
    Bill Bussiere  Secretary
    
    Bill Bussiere  CFO
 Directors
 
    
    Charles Exon
    
    Bill Bussiere
 Cleveland Golf Asia YK (Japan)
 Officers
 
 Directors
 
    
    Charles Exon
    
    Matt Yasumoto
 Exhibit C-1