UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

(AMENDMENT NO.      )

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 22, 2011

To The Stockholders of Quiksilver, Inc.:

          The Annual Meeting of Stockholders of Quiksilver, Inc. will be held at our headquarters, located at 15202 Graham Street, Huntington Beach, California 92649, on Tuesday, March 22, 2011, at 10:00 a.m. local time, for the following purposes:

          1. To elect 9 directors to serve on our board of directors until the next annual meeting of stockholders or until their successors are duly elected and qualified;

          2. To consider and vote upon a proposal to approve the amendment of our 2000 Stock Incentive Plan to (i) increase the maximum number of shares reserved for issuance under the plan by 10,000,000 shares and (ii) increase the maximum number of reserved shares that may be issued pursuant to restricted stock and restricted stock unit awards under the plan by 10,000,000 shares;

          3. To consider and vote upon a proposal to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers;

          4. To consider and vote upon a proposal to approve an advisory (non-binding) resolution regarding whether an advisory vote on the compensation of our named executive officers should be held once every one, two or three years; and

          5. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

          At the annual meeting, the board of directors intends to present Douglas K. Ammerman, William M. Barnum, Jr., James G. Ellis, Charles S. Exon, M. Steven Langman, Robert B. McKnight, Jr., Robert L. Mettler, Paul C. Speaker and Andrew W. Sweet as nominees for election to the board of directors.

          The board of directors recommends stockholders vote FOR each of the director nominees listed above, FOR Proposals 2 and 3 and for “THREE YEARS” with respect to Proposal 4.

          All stockholders are cordially invited to attend the annual meeting in person. Only stockholders of record at the close of business on January 26, 2011 will be entitled to vote at the annual meeting or any adjournment or postponement of the meeting.

          A majority of the outstanding shares must be represented at the meeting in order to transact business. Consequently, whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly execute the enclosed proxy and return it in the enclosed addressed envelope. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure that all of your shares will be voted. If you return your proxy, you may nevertheless attend the meeting and vote your shares in person, if you wish.

		By Order of the Board of Directors,
		QUIKSILVER, INC.
		ROBERT B. McKNIGHT, JR.
		Chairman of the Board,
		Chief Executive Officer and President

Huntington Beach, California
February 9, 2011

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

QUIKSILVER, INC.

15202 Graham Street
Huntington Beach, California 92649

ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 22, 2011

PROXY STATEMENT

General

          The enclosed proxy is solicited by the board of directors of Quiksilver, Inc. for use at our Annual Meeting of Stockholders to be held at our headquarters, located at 15202 Graham Street, Huntington Beach, California 92649, on Tuesday, March 22, 2011, at 10:00 a.m. local time, and any and all adjournments or postponements of the meeting. We intend to cause this proxy statement and form of proxy to be mailed to our stockholders on or about February 11, 2011.

Voting; Quorum; Abstentions and Broker Non-Votes

          The specific proposals to be considered and acted upon at the annual meeting are summarized in the accompanying notice and are described in more detail in this proxy statement. Only holders of record of the 164,662,794 shares of our common stock outstanding at the close of business on January 26, 2011 will be entitled to notice of and to vote at our annual meeting or any adjournment or postponement of such meeting. On each matter to be considered at our annual meeting, stockholders will be entitled to cast one vote for each share held of record on January 26, 2011.

          The required quorum for the transaction of business at the annual meeting is a majority in voting power of the issued and outstanding shares of our common stock entitled to vote at the annual meeting, whether present in person or represented by proxy. Our bylaws provide that unless otherwise provided by our certificate of incorporation, our bylaws, the rules and regulations of any stock exchange applicable to us or applicable law or regulations, all matters other than the election of directors coming before the annual meeting shall be decided by the vote of the holders of a majority in voting power of the shares of stock entitled to vote thereon present in person or represented by proxy at the annual meeting. Votes cast at the annual meeting will be tabulated by the persons appointed by us to act as inspectors of election for the meeting. Shares of stock represented by a properly signed and returned proxy will be treated as present at the meeting for purposes of determining a quorum, regardless of whether the proxy is marked as casting a vote or abstaining. Shares of stock represented by “broker non-votes” will also be treated as present for purposes of determining a quorum. Broker non-votes are shares of stock held in record name by brokers or nominees as to which:

•

instructions have not been received from the beneficial owners or persons entitled to vote;

•

the broker or nominee does not have discretionary voting power under applicable rules or the instrument under which it serves in such capacity; or

•

the record holder has indicated on the proxy card or has executed a proxy and otherwise notified us that it does not have authority to vote such shares on that matter.

          Directors will be elected by a plurality of the votes cast. As a result, the 9 nominees receiving the greatest number of votes will be elected. Abstentions and broker non-votes will not affect the election of a nominee who receives a plurality of votes. Each of Proposals 2, 3 and 4 require the approval of a majority in voting power of the shares of voting stock present or represented by proxy at our annual meeting and entitled to vote on the proposal, provided that, with respect to Proposal 2, the total votes cast on such proposal must represent over 50% of the outstanding shares of common stock entitled to vote on the proposal (solely for this purpose, abstentions will be treated as votes cast). Therefore, abstentions as to Proposals 2, 3 and 4 also will have the same effect as votes against the proposal. Broker non-votes as to each of Proposals 2, 3 and 4, however, will be deemed shares not entitled to vote

on the proposal, will not be counted as votes for or against the proposal, and will not be included in calculating the number of votes necessary for approval of the proposal. Based on the above, Proposal 4 will be approved only if a majority in voting power of the shares of voting stock present or represented by proxy at the annual meeting and entitled to vote on Proposal 4 vote in favor of one of the three time periods presented.

Proxies

          All shares represented by a properly executed, unrevoked proxy received in time for our annual meeting will be voted in the manner specified in such proxy. The board of directors recommends that you vote FOR each of the director nominees identified in Proposal 1, FOR Proposals 2 and 3 and for “Three Years” with respect to Proposal 4. If the manner of voting is not specified in an executed proxy received by us, the proxy holders will vote as the board of directors recommends on each proposal. The named proxy holders may vote in their discretion upon such other matters as may properly come before the meeting, including any motion made for adjournment or postponement (including for purposes of soliciting additional votes).

          Any stockholder has the power to revoke his or her proxy at any time before it is voted. A proxy may be revoked by delivering a written notice of revocation to our corporate Secretary, by presenting at the meeting a later-dated proxy executed by the person who executed the prior proxy, or by attendance at the meeting and voting in person by the person who executed the prior proxy.

Solicitation

          We will bear the expense of preparing, printing and mailing this proxy statement and the proxies we solicit. Proxies will be solicited by mail, telephone, personal contact, and electronic means and may also be solicited by directors, officers and employees in person, by the Internet, by telephone or by facsimile transmission, without additional remuneration. We have retained Morrow & Co., LLC to act as a proxy solicitor in conjunction with the annual meeting. We have agreed to pay Morrow & Co., LLC $10,000, plus reasonable disbursements for proxy solicitation services.

          We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly completing and returning the enclosed proxy card will help to avoid additional expense.

          IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 22, 2011: Copies of this Proxy Statement, the form of Proxy and our 2010 Annual Report to Stockholders are available online at http://www.quiksilverinc.com/proxy. Stockholders wishing to attend the annual meeting in person may obtain directions by contacting us at (714) 889-2200.

PROPOSAL 1

ELECTION OF DIRECTORS

General

          Our directors are elected at each annual stockholders meeting and hold office until the next annual stockholders meeting or until their respective successors are duly elected and qualified. Our bylaws provide that the number of directors constituting the board of directors will be determined by resolution of the board. The number of directors currently authorized is 9.

          All 9 nominees for election to the board of directors are currently serving as directors on our board. Unless individual stockholders specify otherwise, the shares represented by each returned proxy will be voted FOR the election of the 9 nominees named below. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the proxies will be voted for such other person or persons as may be designated by our board of directors. The nominees receiving the highest number of votes, up to the number of directors to be elected, will be elected as directors.

          The following sets forth certain information concerning our nominees as of January 15, 2011:

Name		Age				Director Since				Positions with Quiksilver
Douglas K. Ammerman			59				2005			Director
William M. Barnum, Jr.			56				1991			Director
James G. Ellis			64				2009			Director
Charles S. Exon			61				2005			Chief Administrative Officer, Secretary, General Counsel and Director
M. Steven Langman			49				2009			Director
Robert B. McKnight, Jr.			57				1976			Chief Executive Officer, President and Chairman
Robert L. Mettler			70				2010			Director
Paul C. Speaker			47				2010			Director
Andrew W. Sweet			39				2009			Director

          Douglas K. Ammerman began his career in 1973 with the public accounting firm of Peat, Marwick, Mitchell (now KPMG). He was admitted to the KPMG partnership in 1984 and formally retired from KPMG in 2002. Mr. Ammerman is a Certified Public Accountant (inactive) and has a Masters Degree in Business Taxation from the University of Southern California. Mr. Ammerman currently serves on the board of directors and is chairman of the audit committee of Fidelity National Financial, Inc., a title insurance company. He also serves on the board of directors of two privately-held companies, El Pollo Loco and William Lyon Homes. Additionally, Mr. Ammerman served on the board of CKE Restaurants, Inc., a restaurant company, until January 2006. The knowledge, perspective and corporate governance expertise Mr. Ammerman has derived from his experience in public accounting, as well as his service on the boards and committees of other public companies, allows Mr. Ammerman the opportunity to lend our board insight into corporate finance, financial reporting, compensation and strategic planning matters.

          William M. Barnum, Jr. currently serves as a director of several private companies, and has been a Managing Member of Brentwood Associates, a Los Angeles based venture capital and private equity investment firm since 1986. Prior to that, Mr. Barnum held several positions at Morgan Stanley & Co. Mr. Barnum graduated from Stanford University in 1976 with a B.A. in Economics and from the Stanford Graduate School of Business and Stanford Law School in 1981 with an M.B.A. and J.D. Mr. Barnum also serves on the board of directors of Zumiez, Inc., an action sports specialty retailer. Due to Mr. Barnum’s extensive experience in venture capital and private equity investment, he provides valuable perspective to our board discussions on financial and capital market issues. Additionally, his retail and action sports industry experience, as well as his public company board service, provides important insight to our board.

          James G. Ellis currently serves as the Dean of the Marshall School of Business at the University of Southern California and holder of the Robert R. Dockson Dean’s Chair in Business Administration. Prior to his appointment as Dean in April 2007, Mr. Ellis was the Vice Provost, Globalization, for USC and prior to that he was Vice Dean, External Relations. Mr. Ellis has been a professor in the Marketing Department of the Marshall School of Business since 1997. From 1990 to 1997, he served as Chairman and CEO of Port O’Call Pasadena, an upscale home accessory retailer and was President and CEO of American Porsche Design from 1985 to 1990. Mr. Ellis graduated from the University of New Mexico with a B.B.A. and from Harvard Business School with an M.B.A. Mr. Ellis also serves on

the board of directors of Fixed Income Funds and Investment Company of America, both investment funds of The Capital Group, a private company. Mr. Ellis’s operating experience as a chief executive officer, particularly in the retail sector, provides our board with valuable perspective into financial and operational issues, while his experience as a dean at a distinguished institution of higher education enables him to provide leadership and analytical insights into the operational, strategic planning and organizational issues we face.

          Charles S. Exon has served as our Chief Administrative Officer since February 2008 and as Secretary and General Counsel since August 2000. Mr. Exon previously served as Executive Vice President, Business & Legal Affairs from August 2000 to February 2008. Prior to joining Quiksilver, Mr. Exon practiced law, the last seven years as a partner with the firm of Hewitt & McGuire, LLP. Mr. Exon received a B.A. in English from the University of Missouri, a M.A. in Communications from Stanford University and a J.D. from the University of Southern California. In addition to Mr. Exon’s long history with the company, both as an outside lawyer and an executive inside the company, his experience and analytical skills as a corporate and securities lawyer provides our board with a valuable perspective into business strategies, operating and growth plans, corporate governance matters, strategic mergers and acquisitions, and refinancing activities.

          M. Steven Langman co-founded Rhône, a private equity firm, in 1996 and since that time has served as Managing Director. Prior to 1996, Mr. Langman was Managing Director of Lazard Frères & Co. LLC where he specialized in mergers and acquisitions, working in both London and New York. Mr. Langman joined Lazard in 1987. Before joining Lazard, he worked in the mergers and acquisition group of Goldman, Sachs & Co. Mr. Langman currently serves on the boards of several private companies controlled by Rhône. Mr. Langman received a B.A. with highest honors from the University of North Carolina at Chapel Hill and an MSc from the London School of Economics. Mr. Langman’s education and extensive experience in private equity, investment banking, mergers and acquisitions and capital markets provides our board with valuable guidance with respect to a range of international operational and financial matters.

          Robert B. McKnight, Jr. was a co-founder of Quiksilver in 1976, served as our President from 1979 through July 1991 and has served as our Chairman of the Board and Chief Executive Officer since 1976. In February 2008, he also was re-appointed as our President. Mr. McKnight received a B.S. in Business Administration from the University of Southern California. Mr. McKnight also serves on the board of directors of Jones Trading Institutional Services, LLC, a private company. As co-founder of Quiksilver, Mr. McKnight is uniquely qualified to serve on our board. His over 34 years of experience as our Chief Executive Officer and Chairman, as well as his day to day leadership, allow him to provide our board with a detailed and integral knowledge of our business and operations. Mr. McKnight’s particular knowledge of the action sports industry provides an essential contribution into our board’s discussions regarding brand building opportunities and important growth strategies.

          Robert L. Mettler held various executive positions at Macy’s, Inc. between 2000 and his retirement in January 2009. From 2000 to 2002 he served as President and Chief Operating Officer of Macy’s West, and from 2002 to 2008, he served as Chairman and Chief Executive Officer of Macy’s West. Most recently, Mr. Mettler was the President of Special Projects at Macy’s, Inc. between 2008 and his retirement in 2009. Prior to joining Macy’s, Mr. Mettler held various executive positions in the retail industry, including President of Merchandising — Full Line Stores of Sears, Roebuck and Co. from 1996 to 2000, President of Apparel and Home Fashions of Sears from 1993 to 1996, and President and Chief Executive Officer of Robinson’s May Company from 1987 to 1993. Mr. Mettler graduated from the University of Virginia with a B.A. in economics. Mr. Mettler also serves on the Board of Directors of Jones Apparel Group, Inc. and Stein Mart, Inc. Mr. Mettler’s extensive experience in the retail sector, including more than 20 years in leadership positions with major department stores, provides our board with important merchandising, marketing and operational expertise. Additionally, his service as a director for other public company boards and committees, particularly those in the apparel and footwear retail sector, provides our board with valuable insights into matters relating to corporate governance, compensation and strategic initiatives.

          Paul C. Speaker is a successful film and television producer working in all aspects of media production and distribution. Most recently, he served as the President of Time Inc. Studios, a film, television and video studio owned by Time Inc., from 2006 to 2010. Prior to that, Mr. Speaker served as President of RKO Pictures, a film production and distribution company from 2003 to 2006 and from 1998 to 2000, as President of The Shooting Gallery, an independent entertainment company. From 1995 to 1998, Mr. Speaker was the Director of Marketing and Ideas for the National Football League. Mr. Speaker’s experience in brand marketing, as well as his experience as an executive officer in various entertainment and media companies, allows him to provide important marketing, merchandising and brand building expertise to our board.

          Andrew W. Sweet is a Managing Director of Rhône, a private equity firm, which he joined in 1996. Prior to joining Rhône, he worked in the mergers and acquisitions group of Lazard Frères & Co. LLC. Mr. Sweet serves on the boards of several private companies controlled by Rhône. He graduated from Colgate University in 1993. Mr. Sweet has extensive experience in private equity and investment banking which allows him to bring significant insight to our board particularly with respect to strategic planning and operational matters, as well as capital market and finance issues.

          Messrs. Langman and Sweet were proposed for nomination to our board of directors by Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P., respectively, each of which is an entity affiliated with Rhône Capital III L.P., pursuant to such entities’ rights under the Warrant and Registration Rights Agreement and Stockholders Agreement discussed below under “CORPORATE GOVERNANCE” — Board Committees and Meetings — Nominating and Governance Committee.”

Proposal

          At the annual meeting, our stockholders will be asked to elect 9 directors to serve on our board until our next annual meeting of stockholders or until their successors are duly elected and qualified. The nominees receiving the highest number of affirmative votes of all outstanding shares of our common stock present or represented by proxy and entitled to be voted shall be elected as directors to serve until our next annual meeting of stockholders or until their successors have been duly elected and qualified. The board of directors recommends a vote “FOR” the election of each of the nominees listed above.

CORPORATE GOVERNANCE

General

          Pursuant to Delaware law and our bylaws, our business and affairs are managed by or under the direction of our board of directors. Members of the board are kept informed of our business through discussions with our Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. Our board has three standing committees:

•		The audit committee;
•		The compensation committee; and
•		The nominating and governance committee

          Copies of the written charters for our audit, compensation and nominating and governance committees, as well as our Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics are available on our website located at www.quiksilverinc.com, and can be found under the “Investor Relations” and “Corporate Governance” links. We may post amendments to, or waivers of, the provisions of our Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics, if any, on our website. Please note, however, that the information contained on our website is not incorporated by reference in, or considered part of, this proxy statement.

Director Independence

          The listing standards of the New York Stock Exchange (NYSE), as well as our Corporate Governance Guidelines, require that a majority of our board of directors be comprised of independent directors. For a director to be considered independent under these standards:

•		The director must meet the bright-line independence tests under the listing standards of the NYSE; and
•		The board must affirmatively determine that the director otherwise has no material relationship with us, directly or as a partner, shareholder or officer of an organization that has a relationship with us.

          The board has adopted additional categorical standards which provide that certain relationships will not be considered material relationships that would impact a director’s independence. These categorical standards are part of our Corporate Governance Guidelines and can be accessed under the “Investor Relations” and “Corporate Governance” sections of our website at www.quiksilverinc.com.

          Based on these standards, our board has determined that each of the following directors is independent: Douglas K. Ammerman, William M. Barnum, Jr., James G. Ellis, Robert L. Mettler and Paul C. Speaker. The board based this determination primarily on a review of the responses of our directors and executive officers to questions regarding employment and compensation history, affiliations and family and other relationships and on discussions with the directors. With respect to Mr. Ammerman, the Board evaluated his acquisition, ownership and disposition of our publicly traded senior notes (described in detail in “Certain Relationships and Related Transactions”) and concluded that this was not a material relationship because (i) his purchases and sales were made in the public market, (ii) the terms of the notes were set prior to his purchases, (iii) the notes are governed by an indenture and (iv) the amount involved is insignificant. As a result, the Board concluded that Mr. Ammerman’s relationship is consistent with his status as an independent director.

Board Committees and Meetings

          Our board of directors held 15 meetings during the fiscal year ended October 31, 2010. Each incumbent director attended at least 75% of the total number of meetings of the board of directors and of the board committees on which that director served which were held during the period for which he was a director. Members of the board and its committees also consulted informally with management from time to time.

          Audit Committee. The charter for our audit committee is available on our website at www.quiksilverinc.com. The audit committee charter requires that the committee be comprised of at least three members, all of whom must be independent under the NYSE listing standards. The current members of our audit committee are Messrs. Ammerman, Barnum, Ellis and Mettler, all of whom are “independent” under the NYSE listing standards and the Securities and Exchange Commission (SEC) rules regarding audit committee membership. The board has determined that Mr. Ammerman is an “audit committee financial expert” as defined by the rules of the SEC.

          The committee assists our board of directors in discharging its responsibilities to oversee the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal auditors. It has direct responsibility for the appointment, compensation, retention and oversight of the work of any independent auditors employed by us for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services. The committee also is responsible for reviewing and approving any related party transactions and producing an Audit Committee Report for inclusion in our proxy statement. The committee held five meetings during the fiscal year ended October 31, 2010.

          Compensation Committee. The charter for our compensation committee is available on our website at www.quiksilverinc.com. The charter requires that the committee be comprised of at least two members, all of whom must be independent under the NYSE listing standards. The current members of the committee are Messrs. Ammerman, Barnum and Mettler, all of whom are “independent.”

          The compensation committee assists the board of directors in discharging its responsibilities in respect of compensation of our executive officers and directors. The committee is responsible for determining the compensation of our Chief Executive Officer and all of our other executive officers. The committee reviews and approves all employment agreements for our executive officers and prepares, or causes to be prepared, the disclosures required by the SEC to be included in our proxy statement with respect to compensation. Our Chief Executive Officer makes recommendations to the compensation committee concerning the compensation of our executive officers. The committee also approves and administers our incentive compensation programs, including our 2000 Stock Incentive Plan, 2000 Employee Stock Purchase Plan, Annual Incentive Plan, Long-Term Incentive Plan, and the 2006 Restricted Stock Plan and approves all grants of equity compensation to our employees. The committee makes recommendations to the board of directors with respect to incentive and equity compensation plans and periodically reviews and makes recommendations concerning existing or new executive compensation, performance incentives, employee benefits, stock plans and management perquisites. The committee conducts an annual review of non-employee director compensation and, if appropriate, recommends changes to the board.

          In order to preserve maximum flexibility for awarding, as well as taking appropriate deductions for, executive compensation, the board of directors formed a subcommittee of the compensation committee comprised

solely of members who are (i) “outside directors” (as defined in the regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code of 1986) and (ii) “non-employee directors” as defined in Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934. The subcommittee is responsible for approving awards under our incentive compensation plans and establishing performance goals related to such awards and other performance-based compensation when such compensation or awards are intended to comply with the provisions of Section 16b-3 of the Securities Exchange Act of 1934 or Section 162(m) of the Internal Revenue Code, as well as such other duties or responsibilities as may be assigned by the compensation committee. The subcommittee consists of Messrs. Barnum and Mettler, each of whom qualifies as an “outside director” and a “non-employee director.” The committee held eight meetings and the subcommittee held five meetings during the fiscal year ended October 31, 2010.

          Nominating and Governance Committee. The charter for our nominating and governance committee is available on our website at www.quiksilverinc.com. The charter requires that the committee be comprised of at least two members, all of whom must be independent under the NYSE listing standards. The current members of the committee are Messrs. Ammerman and Speaker, both of whom are “independent.”

          Pursuant to the terms of a Warrant and Registration Rights Agreement we entered into on July 31, 2009 with Rhône Capital III L.P. and certain lenders in connection with certain senior secured term loans, we were required to increase the number of directors constituting our board of directors by two and fill the newly-created directorships with two directors, M. Steven Langman and Andrew Sweet, proposed by two of the lenders, Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (together, the “Appointing Funds”). At each meeting of stockholders at which directors are to be elected, the Warrant and Registration Rights Agreement requires us to take all steps necessary to nominate one director proposed by Triton Onshore and one director proposed by Triton Coinvestment. If, for any reason, our board or nominating and governance committee determines that a director proposed by either Triton Onshore or Triton Coinvestment is unqualified to serve on our board, Triton Onshore or Triton Coinvestment, as applicable, has the right to propose an alternative individual to be nominated. In addition, if any director proposed by Triton Onshore or Triton Coinvestment is elected and subsequently ceases to serve as a director for any reason during his or her term, we are required to use reasonable best efforts to cause the vacancy created thereby to be filled with a replacement designated by the entity who proposed the director whose services have ceased. Triton Coinvestment’s right to propose one director continues until the lenders have sold one-third of the shares of our common stock issued upon exercise of the warrants (or warrants exercisable for such amount) issued pursuant to the Warrant and Registration Rights Agreement, other than to affiliates of Rhône Capital III, and Triton Onshore’s right to nominate one director continues until the lenders have sold two-thirds of the shares of common stock issuable upon exercise of the warrants (or warrants exercisable for such amount), other than to affiliates of Rhône Capital III. On August 9, 2010, in connection with a debt-for-equity exchange with the lenders, we entered into a Stockholders Agreement, under which, among other things, each of the Appointing Funds is entitled to designate a director to our board of directors; provided, that if the lenders sell one-third or more of the common stock they received in the debt-for-equity exchange to any persons other than affiliates, then only Triton Onshore shall be entitled to designate a director pursuant to the Stockholders Agreement, and if the lenders sell two-thirds or more of the common stock they received in the debt-for-equity exchange to any persons other than affiliates, then Triton Onshore’s right to designate a director pursuant to the Stockholders Agreement terminates; provided further, however, that for so long as any directors designated by the Appointing Funds pursuant to the Warrant and Registration Rights Agreement serve on the board of directors, then such directors shall be counted as directors designated by the Appointing Funds for purposes of the Stockholders Agreement.

          Within the constraints of the Warrant and Registration Rights Agreement and the Stockholders Agreement, the committee is responsible for identifying individuals qualified to become board members and recommending to our full board of directors nominees for election as directors. To fulfill this role, the committee reviews the composition of the full board to determine the qualifications and areas of expertise needed to further enhance the composition of the board and works with management in attracting candidates with those qualifications. The committee believes that the board should be comprised of directors with varied, complementary backgrounds, and that directors should also possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders. In considering candidates for directors, the committee takes into account a number of factors, including the following:

•		independence under applicable listing standards;
•		relevant business experience;

•		judgment, skill, integrity and reputation;
•		the number of other boards on which the candidate serves;
•		other business and professional commitments;
•		potential conflicts of interest with other pursuits;
•		whether the candidate is a party to any action or arbitration adverse to us;
•		financial and accounting background, to enable the committee to determine whether the candidate would be suitable for audit committee membership or quality as an “audit committee financial expert;”
•		executive compensation background, to enable the committee to determine whether a candidate would be suitable for compensation committee membership; and
•		the size and composition of the existing board and the extent to which the prospective nominee would contribute to the range of talent, skill and expertise appropriate for the board.

          Specific weights are not assigned to particular factors and no particular factor is necessarily applicable to all prospective nominees. The committee reviews the qualities of the board members as a group, including the diversity of the board’s career experiences, viewpoints, company affiliations, expertise with respect to various facets of our business operations, and business experiences. We do not have a formal policy about diversity. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability, or any other basis proscribed by law.

          The committee will consider qualified director candidates suggested by stockholders applying the criteria for candidates described above and considering the additional information referred to below. Stockholders wishing to suggest a candidate for director should write our corporate Secretary and include:

•		the name and contact information of the stockholder and the beneficial owner, if any, on whose behalf the recommendation is made;
•		a statement that the writer is a stockholder of record and is proposing a candidate for consideration by the committee;
•		the name of, and contact information for, the candidate and a statement that the candidate is willing to be considered and serve as a director, if nominated and elected;
•		a statement of the candidate’s business and educational experience;
•		information regarding each of the factors listed above, other than that regarding board size and composition, sufficient to enable the committee to evaluate the candidate;
•		a statement of the value that the candidate would add to the board;
•		a statement detailing any relationship between the candidate and any of our customers, suppliers or competitors; and
•		detailed information about any relationship or understanding between the proposing stockholder and the candidate.

          In connection with its evaluation, the committee may request additional information from the candidate or the recommending stockholder and may request an interview with the candidate. The committee has discretion to decide which individuals to recommend for nomination as directors. In order to give the committee sufficient time to evaluate a recommended candidate, the recommendation should be received by our corporate Secretary at our principal executive offices not later than the 120th calendar day before the one year anniversary of the date our proxy statement

was released to stockholders in connection with the previous year’s annual meeting of stockholders. No candidates for director nominations were submitted to the committee by any stockholder in connection with the election of directors at this annual meeting.

          Before nominating a sitting director for re-election at an annual meeting, the committee will consider the director’s performance on the board and whether the director’s re-election will be consistent with our Corporate Governance Guidelines. The committee generally intends to nominate current members of the board so long as they continue to exhibit the qualities described above and are otherwise qualified to serve as members of the board.

          When seeking candidates for director, the committee may solicit suggestions from our incumbent directors, management or others. After conducting an initial evaluation of the candidate, the committee will interview the candidate if it believes the candidate might be suitable for a director. The committee may also ask the candidate to meet with our management. If the committee believes the candidate would be a valuable addition to the board, it will recommend to the full board that candidate’s election or nomination.

          In addition to the above, the committee is responsible for developing and recommending to our board a set of corporate governance principles applicable to Quiksilver and overseeing the evaluation of our board of directors and management. The committee held two meetings during the fiscal year ended October 31, 2010.

          All of the nominees for director set forth in this proxy statement are standing for re-election, with the exception of Mr. Mettler who was appointed to the board in April 2010. Mr. Mettler was recommended to the committee by our Chief Executive Officer.

Board Leadership Structure

          The board of directors believes that our stockholders are best served if the board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. Accordingly, our Corporate Governance Guidelines provide that the board may combine or separate the roles of the Chief Executive Officer and Chairman, as it deems advisable. The board of directors has determined that it is in our best interest to have Mr. McKnight serve as both Chairman of the Board and Chief Executive Officer. As co-founder of Quiksilver and with over 30 years of experience in our business, the board believes that Mr. McKnight possesses detailed and in-depth knowledge of our operations, the markets in which we compete, and the challenges we face. He is therefore uniquely situated to identify strategic priorities and to lead the board in discussions regarding strategy and business planning and operations. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers and the market.

          The board nevertheless acknowledges that independent board leadership is important and, accordingly, our Corporate Governance Guidelines provide that when the roles of Chairman and Chief Executive Officer are combined, an independent, non-employee member of the board will be appointed as “Presiding Independent Director.” Mr. Ammerman is currently designated as Presiding Independent Director. As such, his responsibilities include coordinating and moderating executive sessions of the board’s non-employee directors, facilitating communication by stockholders and employees with the non-management directors, and performing such other duties as the board of directors may from time to time delegate to the Presiding Independent Director to assist the board in the fulfillment of its responsibilities.

Executive Sessions

          Non-management directors meet regularly in executive session without management. Non-management directors are all those who are not Quiksilver officers and include directors, if any, who are not “independent” by virtue of the existence of a material relationship with us. Executive sessions are led by the Presiding Independent Director. An executive session is held in conjunction with each regularly scheduled board meeting and other sessions may be called by the Presiding Independent Director in his own discretion or at the request of the board.

Board Role in Risk Oversight

          Although management is responsible for the day-to-day management of the risks we face, the board of directors, as a whole and through its committees comprised solely of independent directors, has responsibility for the oversight of risk management, and advises and directs management on the scope and implementation of policies,

strategic initiatives and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full board of directors include competition risks, industry risks, economic risks, liquidity risks, business operations risks and risks related to acquisitions and dispositions. The audit committee regularly reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report these exposures. Specific examples of risks primarily overseen by the audit committee include risks related to the preparation of our financial statements, disclosure controls and procedures, internal controls and procedures required by the Sarbanes-Oxley Act, accounting, financial and auditing risks, treasury risks, risks posed by significant litigation matters, and compliance with applicable laws and regulations. The audit committee also monitors compliance with our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers, evaluates proposed transactions with related persons for compliance with our policies, contracts, and laws and regulations. The compensation committee reviews and evaluates potential risks related to the attraction and retention of talent and risks related to the design of compensation programs established by the compensation committee for our executive officers. We do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.

Director Attendance at Annual Meetings

          We typically schedule a board meeting in conjunction with our annual meeting of stockholders and expect that our directors will attend, absent a valid reason. Last year five directors attended our annual meeting of stockholders.

Communications with Directors

          Stockholders and other interested parties who want to communicate with our board of directors, the non-management or independent directors as a group, the Presiding Independent Director or any other specified individual director should write to us at:

Quiksilver, Inc.
c/o Secretary/Board Communications
15202 Graham Street
Huntington Beach, CA 92649

          Pursuant to procedures established by our independent directors, we review each communication sent in accordance with the above instructions and forward such communication to the specified person or persons for response. We will not forward any incoherent, obscene or similarly inappropriate communication, or any communication that involves an ordinary business matter (such as a job inquiry, a business account or transaction, a request for information about us, form letters, spam, invitations and other forms of mass mailings), unless requested by a director or at management’s discretion.

          At each board of directors meeting, a summary of all such communications received since the last meeting that were not forwarded will be presented, and those communications will be available to directors on request.

Compensation Committee Interlocks and Insider Participation

          Each of Messrs. Barnum, Ammerman, Mettler and Charles E. Crowe served as a member of the compensation committee during the fiscal year ended October 31, 2010. There are no compensation committee interlocks between any of our executive officers and any entity whose directors or executive officers serve on our board of directors or compensation committee.

          In February 2006, Mr. Ammerman purchased a principal amount of $100,000 of our publicly traded senior notes. In February 2008, Mr. Ammerman made an additional purchase of $100,000, in principal amount, of our senior notes. Mr. Ammerman held these senior notes until March 2010, when they were sold. Our senior notes are publicly traded, pay interest at an annual rate of 6 7/8% and are governed by the terms of an indenture.

Director Compensation

          We use a combination of cash and equity-based compensation to attract and retain qualified non-employee directors to serve on our board. Our compensation committee, which consists only of independent directors, annually reviews and considers revisions to non-employee director compensation. The board reviews the committee’s

recommendations and determines the amount of non-employee director compensation. Directors who are employees receive no additional compensation for serving on our board. The following table describes the current compensation arrangements with our non-employee directors.

Compensation
Annual Cash Retainers(1)
Chair of Audit Committee		$27,000
Chairs of Other Committees		$18,000
Non-Chair Committee Member		$13,500
Clothing Allowance		$2,000 annual allowance to purchase company products at wholesale prices
Annual Restricted Stock Award(2)		Automatic 15,000 share restricted stock award if director has served at least 6 months on our board
Annual Stock Option Award(2)		Automatic 25,000 share stock option grant if director has served at least 6 months on our board

          Under the Director Automatic Grant Program of our 2000 Stock Incentive Plan, we make automatic equity awards to our non-employee directors consisting of an option to purchase 25,000 shares of common stock and 15,000 shares of restricted stock (i) on the date an individual first commences service as a non-employee director and (ii) on the date of each annual meeting of our stockholders, provided the non-employee director continues to serve as a non-employee director after such meeting and has served as a non-employee board member for at least six months.

          Each option grant under the Director Automatic Grant Program has an exercise price per share equal to the fair market value per share of our common stock on the grant date and has a maximum term of seven years, subject to earlier termination following the optionee’s cessation of service on the board. Each option is immediately exercisable and fully vested for all of the option shares. Each option grant held by an optionee upon his or her termination of board service remains exercisable for up to a twelve (12)-month period following their termination date.

          Each restricted stock award vests in a series of three successive equal annual installments over the period beginning with the date of such award. The vesting dates with respect to the annual awards of restricted stock occur on the first, second and third anniversaries of the award date, or, if earlier, the day immediately preceding the date of our annual meeting of stockholders for each such year. An initial award of restricted stock vests on the first, second and third anniversaries of the award date. Non-employee directors will not vest in any additional shares of restricted stock following his or her cessation of service as a board member; provided, however, that if such cessation of board service occurs by reason of his or her death or disability, then all outstanding shares of restricted stock immediately vest. Restricted stock awards also vest in full on an accelerated basis upon the occurrence of certain changes in control of Quiksilver, Inc. during the period of board service. As the restricted stock awards vest, the underlying shares of common stock cease to be subject to any restrictions, other than applicable securities laws.

          In order to reduce cash compensation and increase equity compensation, our board of directors eliminated the $45,000 annual cash retainer previously paid to board members and recommended that stockholders approve the amendment of the Director Automatic Grant Program to increase the size of both the initial and annual issuances of restricted stock and grants of stock options to non-employee members of our board of directors from 5,000 shares of restricted stock to 15,000 shares of restricted stock and from 7,500 stock options to 25,000 stock options. These changes became effective on March 26, 2010 upon stockholder approval of the Director Automatic Grant Program amendment. However, because Mr. Speaker was first appointed a director prior to the approval of the amendment, he did not receive the increased number of shares of restricted stock and stock options upon his initial appointment and, since he was appointed within six months of such stockholder meeting, he did not receive shares of restricted stock or stock options upon his election at that meeting. As a result, he has continued to receive the $45,000 annual cash retainer previously paid to board members and will continue to do so until the 2011 annual meeting of stockholders.

          The following table sets forth certain information regarding the compensation earned by, or awarded to, each non-employee director who served on our board of directors in fiscal 2010. During fiscal 2010, Messrs. McKnight and Exon were each employees of Quiksilver and were not compensated for their services as directors.

Director Compensation Table

		Fees Earned or Paid												All Other
		in Cash				Stock Awards				Option Awards				Compensation				Total
Name		$				$(1)(2)				$(1)(3)				$				$
Douglas K. Ammerman			65,250				68,700				78,700				2,000				214,650
William M. Barnum, Jr.			42,750				68,700				78,700				2,000				192,150
Charles E. Crowe(4)			27,000				68,700				78,700				1,000				175,400
James G. Ellis			24,750				68,700				78,700				2,000				174,150
M. Steven Langman			11,250				68,700	(7)			78,700	(7)			2,000				160,650
Robert L. Mettler(5)			13,500				80,250				91,900				1,000				186,650
Paul C. Speaker(6)			41,625				10,200				10,500				1,500				63,825
Andrew W. Sweet			11,250				68,700	(7)			78,700	(7)			2,000				160,650

		Restricted				Shares Subject
Director		Shares				to Options
Douglas K. Ammerman			20,001				127,500
William M. Barnum, Jr.			20,001				167,500
James G. Ellis			18,334				32,500
M. Steven Langman			18,334				32,500
Robert L. Mettler			15,000				25,000
Paul C. Speaker			5,000				7,500
Andrew W. Sweet			18,334				32,500

PROPOSAL 2

APPROVAL OF AMENDMENT OF 2000 STOCK INCENTIVE PLAN TO
INCREASE THE MAXIMUM NUMBER OF SHARES ISSUABLE UNDER THE PLAN
AND TO INCREASE THE MAXIMUM NUMBER OF SHARES ISSUABLE PURSUANT TO
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS UNDER THE PLAN

          Stockholders are being asked to approve an amendment of our 2000 Stock Incentive Plan (the “2000 Plan”) to (i) increase the number of shares of our common stock reserved for issuance under the 2000 Plan by 10,000,000 shares and (ii) increase the maximum number of reserved shares issuable pursuant to restricted stock and restricted stock unit awards under the 2000 Plan by 10,000,000 shares. The compensation committee of the board of directors and the full board of directors each approved this amendment of the 2000 Plan on February 8, 2011, subject to stockholder approval at the annual meeting.

          The proposed amendment will increase the reserve of common stock that is available for issuance under the 2000 Plan in order to allow us to continue to use equity incentives in the form of stock options, restricted stock and restricted stock unit awards to attract and retain key employees, athletes and other personnel. We believe that such equity incentives are necessary for us to remain competitive in a marketplace for executive talent, athletes and other key personnel.

          Should stockholder approval of this Proposal not be obtained, the 2000 Plan will continue in effect, and equity awards will continue to be made under the 2000 Plan until all the shares available for issuance under the 2000 Plan have been issued.

SUMMARY OF THE 2000 STOCK INCENTIVE PLAN

          The following is a summary of the principal features of the 2000 Plan as currently in effect and the U.S. federal income tax consequences of awards granted thereunder. A copy of the 2000 Plan prior to the amendments submitted for stockholder approval at this annual meeting is attached as Annex A to this proxy statement. This summary does not purport to be a complete description of all the provisions of the 2000 Plan.

Equity Incentive Programs

          The 2000 Plan consists of four (4) separate equity incentive programs: (i) a Discretionary Option Grant Program; (ii) a Restricted Stock Program; (iii) a Restricted Stock Unit Program; and (iv) a Director Automatic Grant Program. The principal features of these programs are described below.

          The compensation committee of the board has the exclusive authority to administer the Discretionary Option Grant, Restricted Stock and Restricted Stock Unit Programs with respect to option grants, stock appreciation rights, restricted stock and restricted stock unit awards (“Equity Awards”) made to executive officers and non-employee board members and also has the authority to make Equity Awards under those programs to all other eligible individuals.

          However, any Equity Awards made to members of the compensation committee, other than pursuant to the Director Automatic Grant Program, must be authorized and approved by a disinterested majority of the board. Additionally, the board may at any time appoint a secondary committee of one or more board members to have separate but concurrent authority with the compensation committee to make Equity Awards under those three

programs to individuals other than executive officers and non-employee board members. Neither the compensation committee nor any secondary committee will exercise any administrative discretion under the Director Automatic Grant Program. All Equity Awards under such program will be made in strict compliance with the express provisions of that program. The term “plan administrator,” as used in this summary, will mean the compensation committee or any secondary committee appointed by the board, to the extent such committee is acting within the scope of its administrative jurisdiction under the 2000 Plan.

No Repricing

          The exercise price of outstanding options or stock appreciation rights may not be reset, and new grants or awards may not be made in exchange for the cancellation of outstanding options or stock appreciation rights without stockholder approval.

Share Reserve

          From the inception of the 2000 Plan through January 15, 2011, a total of 43,744,836 shares of common stock have been reserved for issuance under the 2000 Plan. The foregoing share reserve includes the additional increase of 10,000,000 shares for which stockholder approval is sought under this Proposal. However, subject to adjustment for certain changes in our capitalization, the maximum number of shares of common stock that may be reserved for issuance pursuant to restricted stock and restricted stock unit awards under the 2000 Plan is 11,100,000, which reserve amount includes the additional increase of 10,000,000 shares for which approval is sought under this Proposal. Stockholder approval is required for any increase in the number of shares authorized for issuance under the 2000 Plan.

          As of January 15, 2011, 13,625,430 shares of common stock were subject to outstanding options under the 2000 Plan, 635,004 unvested shares of restricted stock were outstanding under the 2000 Plan, and 744,417 shares of common stock remained available for future grants or awards under the 2000 Plan. No shares of common stock remain available for future Equity Awards under any of our plans, except the 2000 Plan. Approval of this Proposal will increase the shares of common stock available for future Equity Awards under the 2000 Plan to 10,744,417 shares. The options outstanding under the 2000 Plan, as of January 15, 2011, had a weighted average exercise price of $4.44 per share and a weighted average life of 6.6 years. There were no options outstanding under any other plan. There were 210,000 unvested shares of restricted stock outstanding under our 2006 Restricted Stock Plan as of January 15, 2011. There were no restricted stock units outstanding under any plan.

          As of January 15, 2011, 864,330 shares of common stock had been issued under the 2000 Plan pursuant to restricted stock and restricted stock unit awards and 235,670 shares remained available under the 1,100,000 share maximum for future issuance of such awards. Approval of this Proposal will increase the shares of common stock available for future issuance pursuant to restricted stock and restricted stock unit awards under the Plan to 10,235,670 shares.

          No participant in the 2000 Plan may receive Equity Awards under the 2000 Plan for more than 800,000 shares of common stock in the aggregate per calendar year. Stockholder approval of this Proposal will also constitute a re-approval of the 800,000 share-limitation for purposes of Section 162(m) of the Code. This share-limitation will assure that any deductions to which we would otherwise be entitled, either upon the exercise of stock options granted under the Discretionary Option Grant Program with an exercise price per share equal to the fair market value per share of the common stock on the grant date, or upon the subsequent sale of the shares purchased under those options, will not be subject to the $1.0 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed under Section 162(m). In addition, shares issued under the Restricted Stock and Restricted Stock Unit Programs may qualify as performance-based compensation that is not subject to the Section 162(m) limitation, if the issuance of those shares or units is approved by the compensation committee and the vesting is tied solely to the attainment of the corporate performance milestones discussed below in the summary description of those programs.

          The shares of common stock issuable under the 2000 Plan may be drawn from shares of our authorized but unissued common stock or from shares of common stock reacquired by us, including shares repurchased on the open market.

          Shares subject to any outstanding Equity Award under the 2000 Plan that expire or otherwise terminate prior to the issuance of those shares will be available for subsequent awards. Unvested shares issued under the 2000 Plan and subsequently canceled or repurchased by us, at the exercise or purchase price paid per share, pursuant to our

repurchase rights under the 2000 Plan, will also be available for subsequent awards. However, option shares canceled pursuant to our option exchange program implemented in May 2010 in excess of the replacement options granted pursuant to such program are not available for future grant.

          Should the exercise price of an option under the 2000 Plan be paid with shares of common stock or should shares of common stock otherwise issuable under the 2000 Plan be withheld by us in satisfaction of the withholding taxes incurred in connection with the issuance, exercise or vesting of an Equity Award, the number of shares of common stock available for issuance under the 2000 Plan will be reduced by the gross number of fully-vested shares for which the option is exercised or the gross number of fully-vested shares issued under the Restricted Stock and Restricted Stock Unit Programs, and not by the net number of shares issued pursuant to that Equity Award.

Eligibility

          Employees, non-employee board members and independent advisors and consultants in our service are eligible to participate in the Discretionary Option Grant, Restricted Stock and Restricted Stock Unit Programs. Non-employee members of the board are also eligible to participate in the Director Automatic Grant Program.

          As of January 15, 2011, our five executive officers, seven non-employee board members and approximately 6,200 other employees were eligible to participate in the 2000 Plan.

Valuation

          The fair market value per share of our common stock on any relevant date under the 2000 Plan will be deemed to be equal to the closing selling price per share on that date on the New York Stock Exchange. If there is no closing selling price for our common stock on the date in question, the fair market value will be the closing selling price on the last preceding date for which such price exists. On January 15, 2011, the fair market value determined on such basis was $4.99.

Discretionary Option Grant Program

          The plan administrator has complete discretion under the Discretionary Option Grant Program to determine which eligible individuals are to receive Equity Awards under that program, the time or times when those Equity Awards are to be made, the number of shares subject to each such award, the time or times when each Equity Award is to vest and become exercisable, the maximum term for which the Equity Award is to remain outstanding, and the status of any granted option as either an incentive stock option or a non-statutory option under federal tax laws.

          Stock Options. Each granted option has an exercise price per share determined by the plan administrator, but in no event may such exercise price be less than the fair market value of our common stock on the grant date. No granted option may have a term in excess of ten years, and the option will generally become exercisable in one or more installments over a specified period of service measured from the grant date. However, options may be structured so that they are immediately exercisable for any or all of the option shares. Historically, we have granted options that vest over a three year period from the date of grant. Any unvested shares acquired under immediately exercisable options are subject to repurchase, at the exercise price paid per share, if the optionee ceases service with us prior to the vesting of those shares.

          Upon cessation of service with us, the optionee has a limited period of time within which to exercise his or her outstanding options for any shares for which those options are vested and exercisable at the time of such cessation of service. The plan administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

          Stock Appreciation Rights. The plan administrator is authorized to issue the following two types of stock appreciation rights in connection with option grants made under the Discretionary Option Grant Program:

•

Tandem stock appreciation rights, which provide the holders with the right to surrender their options for an appreciation distribution from us equal in amount to the excess of (i) the fair market value of

the vested shares of common stock subject to the surrendered option over (ii) the aggregate exercise price payable for such shares.

•

Limited stock appreciation rights, which may be granted to our executive officers and non-employee board members as part of their option grants. Any option with such a limited stock appreciation right may (whether or not the option is at the time exercisable for vested shares) be surrendered to us upon the successful completion of a hostile tender offer for more than fifty percent (50%) of our outstanding voting securities. In return for the surrendered option, the officer will be entitled to a cash distribution from us in an amount per surrendered option share equal to the excess of (a) the tender offer price paid per share over (b) the exercise price payable per share under such option.

          Payments with respect to exercised tandem stock appreciation rights may, at the discretion of the plan administrator, be made in cash or in shares of common stock. All payments with respect to the exercise of limited stock appreciation rights will be made in cash. Upon cessation of service with us, the holder of one or more stock appreciation rights will have a limited period within which to exercise those rights as to any shares as to which those stock appreciation rights are vested and exercisable at the time of such cessation of service. The plan administrator has complete discretion to extend the period following the holder’s cessation of service during which his or her outstanding stock appreciation rights may be exercised and/or to accelerate the exercisability or vesting of such stock appreciation rights in whole or in part. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding, whether before or after the holder’s actual cessation of service.

          As of January 15, 2011, the plan administrator had not issued any stock appreciation rights under the Discretionary Option Grant Program.

Restricted Stock Program

          Shares of common stock that have restrictive conditions may be issued under the Restricted Stock Program that will vest in one or more installments over the recipient’s period of service or upon attainment of specified performance objectives or such other criteria as the plan administrator shall determine. Except as noted below, the plan administrator has complete discretion under the Restricted Stock Program to determine which eligible individuals are to receive restricted stock under such program, the time or times when those restricted stock awards are to be made, the number of shares subject to each such restricted stock award, the vesting schedule to be in effect for the restricted stock awards and the purchase price (if any) payable per share. Restricted stock awards issued subject to time-basis vesting under the Restricted Stock Program may not fully vest in less than three years from the date awarded. Restricted stock awards issued subject to performance-based vesting under the Restricted Stock Program may not vest unless the recipient remains in our service for at least one year following the date awarded.

          To assure that the compensation attributable to one or more restricted stock awards under the Restricted Stock Program will qualify as performance-based compensation that will not be subject to the $1.0 million limitation on the income tax deductibility of the compensation paid per covered executive officer imposed under Section 162(m) of the Code, the compensation committee also has the discretionary authority to structure one or more awards under the Restricted Stock Program so that the shares subject to those particular awards will vest only upon the achievement of certain pre-established corporate performance goals. Such goals may be based on one or more of the following criteria (the “Performance Goals”): (i) return on total shareholder equity; (ii) earnings or net income per share; (iii) net income or operating income; (iv) earnings before interest, taxes, depreciation, amortization and stock-based compensation costs, or operating income before depreciation and amortization; (v) sales or revenue targets; (vi) return on assets, capital or investment; (vii) cash flow; (viii) market share; (ix) cost reduction goals; (x) budget comparisons; (xi) implementation or completion of projects or processes strategic or critical to our business operations; (xii) measures of customer satisfaction; (xiii) any combination of, or a specified increase in, any of the foregoing; and (xiv) the formation of joint ventures, research and development collaborations, marketing or customer service collaborations, or the completion of other corporate transactions intended to enhance our revenue or profitability or expand our customer base; provided, however, that for purposes of items (ii), (iii), (iv) and (vii) above, the compensation committee may, at the time the awards are made, specify certain adjustments to such items as reported in accordance with generally accepted accounting principles in the U.S. (“GAAP”), which will exclude from the calculation of those performance criteria one or more of the following: certain charges related to acquisitions, stock-based compensation, employer payroll tax expense on certain stock option exercises, settlement costs, restructuring costs, gains or losses on strategic investments, non-operating gains or losses, certain other non-cash charges, valuation allowance on deferred tax assets, and the related income tax effects, purchases of property and

equipment, and any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30, provided that such adjustments are in conformity with those reported by us on a non-GAAP basis. In addition, such Performance Goals may be based upon the attainment of specified levels of our performance under one or more of the measures described above relative to the performance of other affiliated entities and may also be based on the performance of any of our business groups or divisions thereof. The Performance Goals may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned, and a maximum level of performance at which an award will be fully earned.

          Unless otherwise provided by the plan administrator, should the recipient cease to remain in our service while holding one or more unvested shares of restricted stock or should the performance objectives or other criteria not be attained with respect to one or more unvested shares of restricted stock, then those shares will be immediately canceled, and the recipient shall have no further stockholder rights with respect to those shares. The plan administrator has the discretionary authority at any time to accelerate the vesting of shares of restricted stock outstanding under the Restricted Stock Program, but only in the event of the recipient’s death, permanent disability, termination of service (other than for misconduct), retirement or a corporate transaction or change in control. However, no vesting requirements tied to the attainment of Performance Goals may be waived with respect to shares that were intended at the time of issuance to qualify as performance-based compensation under Section 162(m) of the Code, except in the event of changes in control or ownership.

Restricted Stock Unit Program

          Restricted stock units may be issued under the Restricted Stock Unit Program which entitle the recipient to receive common stock underlying those units over the recipient’s period of service or upon attainment of specified performance objectives or such other criteria as the plan administrator shall determine. Except as noted below, the plan administrator has complete discretion under the Restricted Stock Unit Program to determine which eligible individuals are to receive restricted stock unit awards under such program, the time or times when those awards are to be made, the number of shares subject to each such award, the vesting schedule to be in effect for the award and the purchase price (if any) payable per share. Restricted stock unit awards issued subject to time-basis vesting under the Restricted Stock Unit Program may not fully vest in less than three years from the date awarded. Restricted stock unit awards issued subject to performance-based vesting under the Restricted Stock Unit Program may not vest unless the recipient remains in our service for at least one year following the date awarded.

          To assure that the compensation attributable to one or more restricted stock unit awards under the Restricted Stock Unit Program will qualify as performance-based compensation that will not be subject to the $1.0 million limitation on the income tax deductibility of the compensation paid per covered executive officer imposed under Section 162(m) of the Code, the compensation committee also has the discretionary authority to structure one or more restricted stock unit awards under the Restricted Stock Unit Program so that the shares subject to those particular awards will vest only upon the achievement of Performance Goals in the same manner as described above under “Restricted Stock Program.”

          Unless otherwise provided by the plan administrator, should the recipient cease to remain in our service while holding one or more unvested restricted stock units or should the performance objectives or other criteria not be attained with respect to one or more unvested restricted stock units, then those restricted stock units will immediately and automatically be canceled, no shares of common stock will be issued in satisfaction of those units, and the recipient shall have no further rights with respect to those units. The plan administrator has the discretionary authority at any time to accelerate the vesting of restricted stock units outstanding under the Restricted Stock Unit Program, but only in the event of the recipient’s death, permanent disability, termination of service (other than for misconduct), retirement or a corporate transaction or change in control. However, no vesting requirements tied to the attainment of Performance Goals may be waived with respect to restricted stock units that were intended at the time of issuance to qualify as performance-based compensation under Section 162(m) of the Code, except in the event of changes in control or ownership.

Director Automatic Grant Program

          Under the Director Automatic Grant Program, non-employee board members receive a series of automatic grants consisting of stock options and restricted stock over their period of board service. All grants under the Director Automatic Grant Program are made in strict compliance with the express provisions of such program, and stockholder approval of this Proposal will also constitute re-approval of each option grant and restricted stock award made under

the Director Automatic Grant Program on or after the date of the annual meeting, and the subsequent exercise of those options and the subsequent issuance of those shares in accordance with the terms of the program summarized below.

          Grants under the Director Automatic Grant Program are made as follows:

•		Annual Award. On the date of each annual meeting of stockholders, each individual who is to continue to serve as a non-employee board member is automatically granted an option to purchase 25,000 shares of common stock and awarded 15,000 shares of restricted stock, provided such individual has served as a non-employee board member for at least six months. There is no limit on the number of such option grants and restricted stock awards that any one non-employee board member may receive over his or her period of board service. Non-employee board members who have previously been in our employ are eligible to receive one or more such annual option grants and restricted stock awards over their period of continued board service.
•		Initial Award. Each individual upon first becoming a non-employee member of the board is, on the date he or she commences service as a non-employee board member, automatically granted an option to purchase 25,000 shares of common stock and awarded 15,000 shares of restricted stock.

          Each option grant under the Director Automatic Grant Program has an exercise price per share equal to the fair market value per share of common stock on the grant date and a maximum term of seven years, subject to earlier termination following optionee’s cessation of service on the board. Each option is immediately exercisable and fully-vested for all of the option shares. Each option grant held by an optionee upon his or her termination of board service will remain exercisable for up to a twelve (12)-month period following such termination date. Each restricted stock award vests in a series of three successive equal annual installments over the period beginning with the date of such award. The vesting dates with respect to the annual awards of restricted stock under the program occur on the first, second and third anniversaries of the award date, respectively, or, if earlier, the day immediately preceding the date of the annual meeting of stockholders for each such year. The vesting of an initial award of restricted stock is on the first, second and third anniversaries of the award date. A non-employee board member will not vest in any additional shares of restricted stock following his or her cessation of service as a board member; provided, however, that should such cessation of board service occur by reason of his or her death or disability, then all outstanding shares of restricted stock will immediately vest. The restricted stock award will also vest in full on an accelerated basis upon the occurrence of certain changes in control of us during the period of board service. As the restricted stock award vests, the underlying shares of common stock will cease to be subject to any restrictions, other than under any applicable securities laws.

General Provisions

          Acceleration. In the event of a corporate transaction, each outstanding option under the Discretionary Option Grant Program will automatically accelerate in full, unless (i) the option is expressly assumed by the successor corporation or otherwise continued in effect or (ii) the option is replaced with a cash incentive program that preserves the spread existing on the unvested shares subject to such option (which is measured as the excess of the fair market value of those shares over the exercise price in effect for the shares) and provides for subsequent payout of that spread in accordance with the same vesting schedule in effect for those shares. In addition, all outstanding unvested shares of restricted stock under the Restricted Stock Program and all outstanding unvested restricted stock units under the Restricted Stock Unit Program will immediately vest upon a corporate transaction, except to the extent the applicable restricted stock and restricted stock unit agreements are to be continued or expressly assumed by the successor corporation or otherwise continued in effect, or substitution of new agreements of comparable value covering shares of the successor corporation in exchange for such restricted stock and restricted stock unit agreements, with appropriate adjustment as to the number and kind of shares and purchase price, are provided for pursuant to the corporate transaction.

          The plan administrator has the discretion to structure one or more Equity Awards under the Discretionary Option Grant, Restricted Stock and Restricted Stock Unit Programs so that those Equity Awards will vest in full either immediately upon a corporate transaction or in the event the individual’s service with us or the successor entity is terminated (actually or constructively) within a designated period following a corporate transaction, whether or not those Equity Awards are to be assumed or otherwise continued in effect. A corporate transaction will be deemed to occur upon (i) the acquisition of us by merger or consolidation approved by our stockholders or (ii) the sale of all or substantially all of our assets and our complete liquidation or dissolution approved by our stockholders.

          The plan administrator also has the discretion to structure one or more Equity Awards under the Discretionary Option Grant, Restricted Stock and Restricted Stock Unit Programs so that those Equity Awards will immediately vest in connection with a change in control of us or in the event the individual’s service with us is terminated (actually or constructively) within a designated period following a change in control. A change in control will be deemed to occur upon (i) a successful tender offer for more than 50% of our outstanding voting stock or (ii) a change in the majority of our board of directors through one or more contested elections for board membership. The shares subject to each restricted stock award made under the Director Automatic Grant Program will immediately vest upon a corporate transaction or change in control.

          The plan administrator also has the discretion to structure one or more Equity Awards under the 2000 Plan so that those Equity Awards will immediately vest in connection with the successful completion of a hostile tender offer for more than 50% of our outstanding voting securities or in the event the individual’s service with us is terminated (actually or constructively) within a designated period following the completion of a hostile tender offer. Upon the successful completion of a hostile tender offer, each outstanding option under the Director Automatic Grant Program may be surrendered to us in return for a cash distribution. The amount of the distribution per surrendered option share will be equal to the excess of (i) the fair market value per share at the time the option is surrendered or, if greater, the highest tender offer price paid per share in the hostile tender offer over (ii) the exercise price payable per share under such option.

          The acceleration of vesting in the event of a corporate transaction, change in control or hostile take-over may be seen as an anti-takeover provision and may have the affect of discouraging a merger, a take-over attempt or other efforts to gain control of us.

          Stockholder Rights and Transferability. The holder of an option, stock appreciation right or restricted stock unit has no stockholder rights with respect to the shares subject to that option, stock appreciation right or restricted stock unit unless and until such person shall have exercised the option or stock appreciation right, or been issued shares pursuant to the restricted stock unit, and become a holder of record of shares of common stock distributed upon exercise of, or issuance pursuant to, such award. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom shares of common stock, on outstanding restricted stock units, subject to such terms and conditions as the plan administrator may deem appropriate. Incentive options are not assignable or transferable other than by will or the laws of inheritance following the optionee’s death, and during the optionee’s lifetime, may only be exercised by the optionee. However, under the Director Automatic Grant Program and, if provided for by the plan administrator, the Discretionary Option Grant Program, non-statutory options and stock appreciation rights may be transferred or assigned during the holder’s lifetime to one or more members of the holder’s family or to a trust established for the benefit of the holder and/or one or more such family members or to the holder’s former spouse, to the extent such transfer is in connection with the holder’s estate plan or pursuant to a domestic relations order. Unvested restricted stock units may not be assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or the laws of inheritance following the holder’s death.

          A participant will have certain stockholder rights with respect to the shares of restricted common stock issued to him or her under the Restricted Stock and Director Automatic Grant Programs, whether or not his or her interest in those shares is vested. Accordingly, the participant will have the right to vote such shares and to receive any regular cash dividends paid on such shares unless, with respect to the Restricted Stock Program, the plan administrator determines otherwise. Unvested shares of restricted stock may not be assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or the laws of inheritance following the holder’s death.

          Special Tax Election. The plan administrator may provide any or all holders of non-statutory options (other than the options granted under the Director Automatic Grant Program) or restricted stock units pursuant to which vested shares of common stock are to be issued under the 2000 Plan and any or all individuals to whom unvested shares of restricted stock are issued under the Restricted Stock Program with the right to utilize either or both of the following methods to satisfy all or part of the federal and state income and employment withholding taxes to which they may become subject in connection with the exercise of their options, the issuance to them of vested shares, or the subsequent vesting of unvested shares issued to them:

•

Stock Withholding: The election to have us withhold, from the shares otherwise issuable upon the exercise of such non-statutory option or upon the issuance of fully-vested shares, a portion of those shares with an aggregate fair market value equal to the amount of the minimum withholding taxes required to be withheld by law (using the minimum statutory withholding rates).

•

Stock Delivery: The election to deliver to us certain shares of common stock previously acquired by such holder (other than in connection with such exercise, share issuance or share vesting that triggered the withholding taxes) with an aggregate fair market value equal to the amount of the minimum withholding taxes required to be withheld by law (using the minimum statutory withholding rates). The shares of common stock so delivered shall not be added to the shares of common stock authorized for issuance under the 2000 Plan.

          Changes in Capitalization. In the event any change is made to the outstanding shares of common stock by reason of any recapitalization, stock dividend, stock split, combination of shares, exchange of shares or other change in corporate structure effected without our receipt of consideration, appropriate adjustments will be made to (i) the maximum number and/or class of securities issuable under the 2000 Plan, (ii) the number and/or class of securities for which any one person may be granted Equity Awards under the 2000 Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Director Automatic Grant Program to new and continuing non-employee board members, (iv) the number and/or class of securities and the exercise or base price per share in effect under each outstanding option (including the options incorporated from the Predecessor Plans), (v) the number and/or class of securities subject to each outstanding award under the Restricted Stock and Restricted Stock Unit Programs and the cash consideration (if any) payable per share thereunder, and (vi) the maximum number of shares which may be issued pursuant to awards of restricted stock and restricted stock units under the 2000 Plan. All such adjustments will be designed to preclude any dilution or enlargement of benefits under the 2000 Plan or the outstanding Equity Awards thereunder.

          Amendment and Termination. The board may amend, modify, suspend or terminate the 2000 Plan at any time, subject to stockholder approval pursuant to applicable laws, regulations, or rules of any stock exchange (or over-the-counter market, if applicable) on which the common stock is then listed for trading. No such amendment, modification, suspension or termination may adversely affect the rights and obligations with respect to stock options, unvested restricted stock or restricted stock unit awards at the time outstanding under the 2000 Plan unless the optionee or the participant consents to such amendment or modification. Unless sooner terminated by the board, the 2000 Plan will terminate on the earliest of (i) February 5, 2019, (ii) the date on which all shares available for issuance under the 2000 Plan have been issued as fully-vested shares, or (iii) the termination of all outstanding options, unvested restricted stock and restricted stock units in connection with certain changes in control or ownership. Should the 2000 Plan terminate on February 5, 2019, all option grants, unvested restricted stock and unvested restricted stock units outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing such grants, issuances or awards.

Plan Benefits

          All awards to employees, officers, consultants or directors under the 2000 Plan, other than awards pursuant to the Director Automatic Grant Program, are made at the discretion of the compensation committee. Therefore, the benefits and amounts that will be received or allocated under the 2000 Plan, other than the automatic awards to non-employee directors, are not determinable at this time. However, the table below shows, as to each of our executive officers named in the Summary Compensation Table (our “named executive officers”) and the various indicated individuals and groups, (i) the number of shares of common stock subject to options granted between November 1, 2009 and October 31, 2010 under the 2000 Plan, together with the weighted average exercise price payable per share and (ii) the number of shares of restricted common stock awarded between November 1, 2009 and October 31, 2010 under the 2000 Plan.

Equity Award Transactions

						Weighted Average				Number of Shares
		Number of				Exercise Price				of Restricted
Name		Option Shares				Per Share				Common Stock(1)
Named Executive Officers
Robert B. McKnight, Jr.      Chairman of the Board, President and Chief Executive Officer			200,000			$	2.73				-0-
Joseph Scirocco      Chief Financial Officer and Chief Operating Officer			100,000			$	2.35				-0-
Charles S. Exon      Chief Administrative Officer, Secretary and General Counsel			100,000			$	2.35				-0-
Pierre Agnes      President — Quiksilver Europe			150,000			$	2.35				-0-
Craig Stevenson      President — Quiksilver Americas			150,000			$	2.35				-0-
Non-Employee Directors
Douglas K. Ammerman			25,000			$	4.58				15,000
William M. Barnum, Jr.			25,000			$	4.58				15,000
James G. Ellis			25,000			$	4.58				15,000
M. Steven Langman			25,000			$	4.58				15,000
Robert L. Mettler			25,000			$	5.35				15,000
Paul C. Speaker			7,500			$	2.04				5,000
Andrew W. Sweet			25,000			$	4.58				15,000
All current executive officers as a group (5 persons)			700,000			$	2.46				-0-
All current directors who are not executive officers as a group (7 persons)			157,500			$	4.58				95,000
All employees, including all current officers who are not executive officers, as a group (approximately 6,200 persons)			3,520,907			$	3.83				-0-

          Information regarding the vesting schedules of stock options and restricted stock awarded in fiscal 2010 to Messrs. McKnight, Scirocco, Exon, Agnes and Stevenson is included in this proxy statement under the heading “EXECUTIVE COMPENSATION AND OTHER INFORMATION — Outstanding Equity Awards at Fiscal Year-End.” Additional information regarding features applicable to all equity awards granted to Messrs. McKnight, Scirocco, Exon, Agnes and Stevenson is included in this proxy statement under the heading “EXECUTIVE COMPENSATION AND OTHER INFORMATION — Potential Payments Upon Termination, Change in Control or Corporate Transaction.”

          Information regarding the awards and vesting schedules of the options and restricted common stock automatically granted under the Director Automatic Grant Program in fiscal 2010 to Messrs. Ammerman, Barnum, Ellis, Langman, Mettler, Speaker and Sweet is included in this proxy statement under the heading “CORPORATE GOVERNANCE — Director Compensation.”

          Each of the following non-employee directors, if re-elected at an annual meeting, will be entitled to receive at that time 15,000 restricted shares of our common stock and an option to purchase 25,000 shares of common stock: Messrs. Ammerman, Barnum, Ellis, Langman, Mettler, Speaker and Sweet. As a group, and assuming each is re-elected at the annual meeting, current directors who are not executive officers will be entitled to receive an aggregate of 105,000 restricted shares of our common stock and options to purchase 175,000 shares of our common stock.

Federal Income Tax Consequences

          The following description summarizes the income tax consequences of the 2000 Plan under current federal income tax laws and is intended for general information only. In addition, the tax consequences described below are subject to the limitations of Section 162(m) of the Code, as discussed in further detail below. Other federal taxes and

foreign, state and local income taxes are not discussed, and may vary depending upon the individual circumstances and from locality to locality.

          Option Grants. Options granted under the 2000 Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or non-statutory options, which are not intended to meet such requirements. The federal income tax treatment for the two types of options differs as follows:

•		Incentive Stock Options. No taxable income is recognized by the optionee at the time of the option grant, and, if there is no disqualifying disposition at the time of exercise, no taxable income is recognized for regular tax purposes at the time the option is exercised, although taxable income may arise at that time for alternative minimum tax purposes equal to the excess of the fair market value of the purchased shares at such time over the exercise price paid for those shares. The optionee will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain dispositions. For federal tax purposes, dispositions are divided into two categories: (i) qualifying and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two years after the date the option for the shares involved in such sale or disposition was granted and more than one year after the date the option was exercised for those shares. If either of these two holding periods is not satisfied, then a disqualifying disposition will result.
•		Upon a qualifying disposition, the optionee will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, the excess of (i) the fair market value of those shares on the exercise date over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be taxable as a capital gain or loss to the optionee.
		If the optionee makes a disqualifying disposition of the purchased shares, we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the excess of (i) the fair market value of such shares on the option exercise date over (ii) the exercise price paid for the shares. If the optionee makes a qualifying disposition, we will not be entitled to any income tax deduction.
•		Non-Statutory Stock Options. No taxable income is recognized by an optionee upon the grant of a non-statutory option. The optionee will, in general, recognize ordinary income in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and we will be required to collect certain withholding taxes applicable to such income from the optionee.
•		If the shares acquired upon exercise of the non-statutory option are unvested and subject to repurchase in the event of the optionee’s cessation of service prior to vesting in those shares, the optionee will not recognize any taxable income at the time of exercise but will have to report as ordinary income, as and when our repurchase right lapses, an amount equal to the excess of (i) the fair market value of the shares on the date the repurchase right lapses over (ii) the exercise price paid for the shares. The optionee may elect under Section 83(b) of the Code to include as ordinary income in the year of exercise of the option an amount equal to the excess of (i) the fair market value of the purchased shares on the exercise date over (ii) the exercise price paid for such shares. If the Section 83(b) election is made, the optionee will not recognize any additional income as and when the repurchase right lapses.
•		We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the optionee.

      Stock Appreciation Rights. No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the base price in effect for the exercised right, and we will be required to collect withholding taxes applicable to such income from the holder.

          We will be entitled to an income tax deduction equal to the amount of any ordinary income recognized by the holder in connection with the exercise of a stock appreciation right. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the holder.

          Restricted Stock. A recipient of restricted stock will generally recognize ordinary income when his or her shares vest, based on the then fair market value of the shares. The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year of issuance of the shares the fair market value of the shares at that time. Such election must be made within 30 days after the date of the award of restricted stock. We will be required to collect certain withholding taxes applicable to such income from the recipient.

          We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the restricted stock. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the recipient.

          Restricted Stock Units. No taxable income is recognized upon receipt of a restricted stock unit. The holder will recognize ordinary income in the year in which the shares subject to that unit are actually issued. The amount of that income will be equal to the fair market value of the shares on the date of issuance. We will be required to collect certain withholding taxes applicable to such income from the holder.

          We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder with respect to the issuance of the shares pursuant to the unit. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the holder.

Deductibility of Executive Compensation

          We anticipate that any compensation deemed paid by us in connection with disqualifying dispositions of incentive stock option shares or exercises of non-statutory options will qualify as performance-based compensation for purposes of Section 162(m) of the Code and will not have to be taken into account for purposes of the $1 million limitation per covered individual on the deductibility of the compensation paid to certain of our executive officers. Accordingly, the compensation deemed paid with respect to options granted under the 2000 Plan will remain deductible by us without limitation under Section 162(m) of the Code. However, any compensation deemed paid by us in connection with restricted stock or restricted stock units issued under the Restricted Stock or Restricted Stock Unit Programs will be subject to the $1 million limitation on deductibility per covered individual, unless the vesting of the restricted stock or restricted stock units is tied solely to one or more of the Performance Goals (described above).

Accounting Treatment

          Pursuant to the accounting standards established by FASB ASC Topic 718 — Stock Compensation, we are required to recognize all share-based payments, including grants of stock options, restricted stock and restricted stock units, in our financial statements. Accordingly, stock options that are granted to our employees and non-employee board members are valued at fair value as of the grant date under an appropriate valuation formula, and that value will be charged as stock-based compensation expense against our reported earnings over the designated vesting period of the award. For shares issuable upon the vesting of restricted stock units awarded under the 2000 Plan, we are required to expense over the vesting period a compensation cost equal to the fair market value of the underlying shares on the date of the award. Restricted stock issued under the 2000 Plan results in a direct charge to our reported earnings equal to the excess of the fair market value of those shares on the issuance date over the cash consideration (if any) paid for such shares. If the shares are unvested at the time of issuance, then any charge to our reported earnings is amortized over the vesting period. Such accounting treatment for restricted stock units and restricted stock issuances is applicable whether vesting is tied to service periods or performance criteria.

Proposal

          At the annual meeting, stockholders will be asked to approve the amendment of the 2000 Plan to increase the number of shares of common stock reserved for issuance under the 2000 Plan by 10,000,000 shares and to increase the number of reserved shares issuable pursuant to restricted stock and restricted stock unit awards under the Plan by 10,000,000 shares. Such approval will require the affirmative vote of a majority of the voting power of all outstanding shares of our common stock present or represented by proxy at the annual meeting and entitled to be voted on the Proposal, provided that the total votes cast on the Proposal must represent over 50% of the outstanding shares of

common stock entitled to vote on the Proposal (solely for this purpose, abstentions will be treated as votes cast). The board of directors recommends a vote “FOR” this Proposal 2.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

          Recently enacted federal legislation (Section 14A of the Securities Exchange Act of 1934) requires that we include in this proxy statement the opportunity for our stockholders to vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers (sometimes referred to as “Say-on-Pay”). Accordingly, the following resolution will be submitted for stockholder approval at the annual meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.”

          While this vote is non-binding, the board of directors and the compensation committee, which is comprised of independent directors, expect to take into account the outcome of this vote in considering future executive compensation arrangements.

          As described in detail under “Compensation Discussion and Analysis,” the board of directors believes that our long-term success depends in large measure on the talents of our employees. Our compensation system plays a significant role in our ability to attract, retain and motivate the highest quality workforce. The board believes that its current compensation program directly links executive compensation to performance, aligning the interests of our executive officers with those of our stockholders and encourages you to review carefully the Compensation Discussion and Analysis beginning on page 29 of this proxy statement and the tabular and other disclosures on executive compensation beginning on page 28 of this proxy statement.

Proposal

          At the annual meeting, stockholders will be asked to approve the advisory resolution set forth above approving the compensation of our named executive officers. Such approval will require the affirmative vote of a majority of the voting power of all outstanding shares of our common stock present or represented by proxy at the annual meeting and entitled to be voted on the Proposal. The board of directors recommends a vote “FOR” the Proposal.

PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION

          Also in accordance with the recently enacted legislation mentioned above, we are required to include in this proxy statement the opportunity for our stockholders to cast an advisory (non-binding) vote on a resolution as to whether the Say-on-Pay vote should occur once every one, two or three years. Accordingly, the following resolution will be submitted for stockholder approval at the annual meeting:

“RESOLVED, that the Company hold a stockholder advisory vote to approve the compensation of the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K with a frequency of once every one year, two years or three years, whichever receives the highest number of votes cast with respect to this resolution.”

          The board of directors believes that a frequency of every “three years” for the advisory vote on executive compensation is the optimal interval for conducting and responding to a Say-on-Pay vote. Stockholders who have concerns about executive compensation during the interval between Say-on-Pay votes may bring their specific concerns to the attention of the board of directors. Please refer to “Communications with Directors” in this proxy statement for information about communicating with the board of directors.

          Although this advisory vote on the frequency of the Say-on-Pay vote is non-binding, the board and the compensation committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

Proposal

          At the annual meeting, stockholders will be asked to approve the advisory resolution set forth above, choosing among three options (holding the Say-on-Pay vote on named executive officer compensation once every one, two or three years). Such approval will require the affirmative vote of a majority of the voting power of all outstanding shares of our common stock present or represented by proxy at the annual meeting and entitled to be voted on the proposal voting in favor of one of the three time periods presented. Stockholders will not be voting to approve or disapprove the board’s recommendation. The board of directors recommends a vote of “THREE YEARS” with respect to this Proposal.

OWNERSHIP OF SECURITIES

          Certain information with respect to (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of the current directors and nominees for election as directors, (iii) each of the executive officers listed in the Summary Compensation Table below (referred to as our “named executive officers”), and (iv) all current directors and executive officers as a group, including the number of shares of our common stock beneficially owned by each of them as of December 31, 2010, is set forth below:

						Percent of
		Shares of				Outstanding
		Common Stock				Common Stock
		Beneficially				Beneficially
Name of Individual or Identity of Group(1)		Owned				Owned
Entities Affiliated with Rhone Capital III 630 Fifth Avenue, 27th Floor New York, NY 10111			56,869,942	(2)			29.9	%
PRIMECAP Management Company 225 South Lake Avenue #400 Pasadena, CA 91101			11,743,296	(3)			7.1	%
BlackRock Inc. 40 East 52nd Street New York, NY 10022			10,047,747	(4)			6.1	%
Offshore Exploration and Production, LLC 13430 Northwest Freeway (Hwy 290), Suite 800 Houston, TX 77040			9,319,790	(5)			5.7	%
Robert B. McKnight, Jr.			3,908,432	(6)			2.4	%
William M. Barnum, Jr.			651,150	(7)			*
Charles S. Exon			591,332	(8)			*
Pierre Agnes			330,709	(9)			*
Joseph Scirocco			263,332	(10)			*
Craig Stevenson			226,375	(11)			*
Douglas K. Ammerman			170,480	(12)			*
James G. Ellis			52,500	(13)			*
M. Steven Langman			52,500	(14)			*
Andrew W. Sweet			52,500	(15)			*
Robert L. Mettler			40,000	(16)			*
Paul C. Speaker			12,500	(17)			*
All current executive officers and directors as a group (12 persons)			6,351,810	(18)			3.8	%

EQUITY COMPENSATION PLAN INFORMATION

          The following table provides information about our shares of common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of October 31, 2010.

(a)

(c)

Number of Securities

(b)

Number of Securities

to

Weighted-Average

Remaining Available for

be Issued Upon

Exercise Price of

Future Issuance Under

Exercise

Outstanding

Equity Compensation

of Outstanding

Options,

Plans

Options,

Warrants and

(Excluding Securities

Plan Category

Warrants and Rights

Rights

Reflected in Column (a))

Equity compensation plans approved by security holders(1).

12,731,430

$

4.48

3,507,958

(2)

Equity compensation plans not approved by security holders

—

—

—

Total

12,731,430

$

4.48

3,507,958

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Officers

          Our current executive officers are as follows:

Name		Age				Position
Robert B. McKnight, Jr.			57			Chairman of the Board, Chief Executive Officer and President
Joseph Scirocco			54			Chief Financial Officer and Chief Operating Officer
Charles S. Exon			61			Chief Administrative Officer, Secretary and General Counsel
Pierre Agnes			46			President — Quiksilver Europe
Craig Stevenson			50			President — Quiksilver Americas

          For additional information with respect to Messrs. McKnight and Exon who are also nominees as directors, see “Election of Directors.”

          Joseph Scirocco has served as our Chief Financial Officer since April 2007 and as our Chief Operating Officer since May 2010. From November 2009 until May 2010 he also served as Quiksilver Americas’ Executive Vice President of Operations. Prior to joining Quiksilver, Mr. Scirocco served in various executive capacities with Tommy Hilfiger Corporation from 1997 through 2006, including as Chief Financial Officer from 2002 through November 2006 where he was principally responsible for all financial matters related to the company. Mr. Scirocco was an audit partner in the consumer and retail practice of Price Waterhouse LLP from 1990 through 1997. He is a graduate of Yale University.

          Pierre Agnes has served as our President of Quiksilver Europe since June 2005, and prior to that he served as Managing Director of Quiksilver Europe since December 2003. Between 1992 and 2002, Mr. Agnes founded and operated Omareef Europe, a licensee of Quiksilver for wetsuits and eyewear that we purchased in November 2002. Mr. Agnes originally joined Quiksilver in 1988, first as team manager, and later in various capacities throughout our European marketing operations.

          Craig Stevenson has served as our President — Quiksilver Americas since January 2009. Mr. Stevenson was also the “Quiksilver” Global Brand Manager between April 2007 and January 2010. Mr. Stevenson previously served as President — Quiksilver South Pacific and Managing Director for Quiksilver Australasia between 2002 and 2007. Prior to that, he served as our Marketing and Sales Manager in Australia from 1999 to 2002, and as our National Sales Manager in Australia between 1992 and 1999.

          Our executive officers are appointed by the board of directors and serve until their successors have been duly appointed and qualified, unless sooner removed.

Compensation Discussion and Analysis

     The Compensation Committee

          Compensation for our executive officers is determined by our compensation committee which currently consists of Douglas K. Ammerman, William M. Barnum, Jr. (Chairman) and Robert L. Mettler. As discussed under the “Director Independence” section of this proxy statement, each of the members satisfies all of the independence requirements under the current NYSE listing standards. In order to preserve maximum flexibility for awarding, as well as taking appropriate deductions for, executive compensation, in September 2008 the board of directors established a subcommittee of the compensation committee comprised solely of members who are (i) “outside directors” (as defined in the regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code of 1986) and (ii) “non-employee directors” as defined in Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934. The subcommittee is responsible for approving awards under our incentive compensation plans and establishing performance goals related to such awards and other performance-based compensation when such compensation or awards are intended to comply with the provisions of Section 16b-3 of the Securities Exchange Act of 1934 or Section 162(m) of the Internal Revenue Code, as well as such other duties or responsibilities as may be assigned by the compensation committee. The subcommittee currently consists of Messrs. Barnum and Mettler. References herein to the compensation committee or the subcommittee refer to the compensation committee and subcommittee collectively. The compensation committee’s responsibilities are set forth in its charter. The compensation committee has full authority to directly retain the services of outside counsel and compensation consultants without consulting or obtaining the approval from any of our officers.

          Our executive officers during fiscal 2010 consisted of Robert B. McKnight, Jr. (Chairman, Chief Executive Officer and President), Joseph Scirocco (Chief Financial Officer and Chief Operating Officer), Charles S. Exon (Chief Administrative Officer, General Counsel and Secretary), Pierre Agnes (President — Quiksilver Europe) and Craig Stevenson (President — Quiksilver Americas). These executive officers are identified in the Summary Compensation Table and are referred to herein as “named executive officers.” Mr. Agnes’ cash compensation is paid in euros. For purposes of this Compensation Discussion and Analysis, all amounts paid to Mr. Agnes have been translated to U.S. dollars at an exchange rate of 1.3 U.S. dollars for each euro.

     Role of Executive Officers in Compensation Decisions

          Our Chief Executive Officer and other executive officers attended portions of compensation committee meetings throughout the year in order to provide information and help explain data relating to matters under consideration by the committee. However, they were not present during deliberations or determinations of their respective compensation or during executive sessions. In addition, our executive officers have, from time to time, provided data and other material to the committee to assist in their evaluation of competitive companies’ executive compensation as well as materials relevant to the historical compensation and performance of our executive officers. In particular, the committee requests input from our Chief Executive Officer regarding his assessment of each individual executive officer’s performance during the year and a recommendation regarding the amount and type of compensation to be paid.

     Role of Compensation Consultant

          During fiscal 2010, our compensation committee did not use any professional third party consulting services.

     Compensation Philosophy and Objectives

          The compensation committee believes that we must be able to attract, motivate and retain qualified executives in order to be successful. To that end, the committee annually re-evaluates our executive compensation structure to support our philosophy of linking compensation to our operating objectives and the enhancement of stockholder value. The general principles followed by our committee are (i) to provide a cash compensation package consisting of competitive base salaries and incentive opportunities that are linked to corresponding levels of individual and corporate operating performance and (ii) to grant equity incentives pursuant to which increases in our stock price results in an increase in value for the executive officer, thus creating an incentive for our executive officers to increase our long-term stock performance.

          Our executive compensation packages currently consist of the following elements:

•		Annual base salary;
•		Annual discretionary cash bonuses;
•		Equity based compensation consisting of stock options and/or restricted stock awards;
•		Severance benefits, including upon a change of control; and
•		Perquisites which include health, disability and life insurance, 401(k) matching contributions (which may be funded, or not, as determined by the compensation committee on an annual basis) and a clothing allowance to purchase our products at wholesale prices.

          The combination of these compensation elements is intended to provide an opportunity for our executives to earn a total compensation package which is closely linked to our overall financial and operating performance. We also strive to ensure that our compensation program is competitive with the total compensation paid to similarly situated executives at peer and other companies that we believe would be likely to compete with us for executive talent. We believe that each element of our executive compensation program is beneficial in meeting the program’s overall objectives. We have not adopted a formula to allocate total compensation among these elements.

     Design of the Executive Compensation Program

          The major elements to our executive compensation program are reviewed and determined annually, based on the criteria set forth below:

          Base Salary

          Our executive officer base salaries are reviewed and adjusted annually, subject to, in the case of Messrs. McKnight, Exon and Scirocco, a floor provided for in each such executive officer’s employment agreement. We try to ensure that the base salaries are competitive with similarly situated companies in terms of sales, breadth of product lines, multiple distribution channels, international operations and other related factors, but we do not draw rigid comparisons to such similarly situated companies’ executive compensation. Our general philosophy is to provide a base salary that is at or above the midpoint of the applicable salary range for companies that we believe to be similarly situated, particularly in light of our decision to operate with a minimal number of executive officers and by assigning each executive officer multiple functions. We have not established a specific formula for determining base salary increases or decreases, nor have we identified a specific or consistent group of companies that we believe to be “similarly situated” since these may change from time to time. Further, in fiscal 2010, we did not perform any specific competitive company compensation analysis with respect to setting the base salary levels of our executive officers.

          The compensation committee met in December 2009 to consider the fiscal 2010 base salaries of our executive officers. Given that Messrs. McKnight, Exon and Agnes had each taken a base salary reduction at the beginning of fiscal 2009, and given the successful completion of our refinancing activities during such fiscal year, as well as other corporate objectives that had been achieved by the executive officers, the committee approved an increase in the base salaries of such executive officers for fiscal 2010. Mr. Scirocco’s base salary remained unchanged for fiscal 2010 since he had not taken a base salary reduction in fiscal 2009. Mr. Stevenson’s base salary was also increased for fiscal 2010 as a result of his continued successes with the restructuring of our Americas business and to partially offset the elimination of a component of his expatriate allowances. Effective November 1, 2009, the annualized base salaries of each executive officer was as follows:

		2010 Base
Executive Officer		Salary
Robert B. McKnight, Jr., Chairman, Chief Executive Officer and President		$	1,000,000
Joseph Scirocco, Chief Financial Officer and Chief Operating Officer		$	550,000
Charles S. Exon, Chief Administrative Officer, General Counsel and Secretary		$	500,000
Craig Stevenson, President — Quiksilver Americas		$	475,000
Pierre Agnes, President — Quiksilver Europe		$	617,500

          In connection with Mr. Stevenson’s relocation from Australia, the committee had previously approved an expatriate compensation package in addition to Mr. Stevenson’s base salary. During fiscal 2010, such expatriate compensation included the use of a company-owned automobile and a company-leased home. However, with respect to the 2010 fiscal year, the committee eliminated a component of Mr. Stevenson’s expatriate allowance which previously provided him a monthly stipend to cover educational and other general cost of living expenses.

          Annual Discretionary Cash Bonus

          Our committee typically awards annual cash bonuses to our executive officers based on our financial and operating performance, as well as the executive officer’s individual performance in the prior fiscal year.

          In December 2010, the committee approved the following cash bonuses for our named executive officers:

		Fiscal 2010
Executive Officer		Bonus
Robert B. McKnight, Jr., Chairman, Chief Executive Officer and President		$	1,525,000
Joseph Scirocco, Chief Financial Officer and Chief Operating Officer		$	629,000
Charles S. Exon, Chief Administrative Officer, General Counsel and Secretary		$	572,000
Craig Stevenson, President — Quiksilver Americas (since January 12, 2009)		$	586,000
Pierre Agnes, President — Quiksilver Europe		$	745,000

          These discretionary cash bonus amounts were awarded by the committee based on a year-end assessment of each executive officer’s performance during the 2010 fiscal year. The committee evaluated each of the named executive officers, primarily based upon our actual pro forma Adjusted EBITDA performance compared to our business plan and, in the cases of Messrs. Agnes and Stevenson, also on the actual pro forma Adjusted EBITDA for their particular area of responsibility versus our business plan. A further element of the committee’s assessment was a subjective analysis of each executive officer’s contribution to our overall performance particularly with respect to areas not quantified by financial metrics. In particular, the committee considered the contributions of Messrs.

McKnight, Exon and Scirocco with respect to our refinancing activities during fiscal 2010, including the debt-for-equity exchange completed in August 2010 that significantly deleveraged our balance sheet. For Mr. Stevenson, the committee considered his continued contributions in the restructuring efforts in our Americas segment, as well as his involvement and leadership in the decision to implement a global enterprise resource planning software system. For Mr. Agnes, the committee considered his leadership contributions throughout our European segment, including the development of flagship retail destinations that have been highly successful with respect to our brands’ image and the development of our business in eastern Europe, especially Russia and the Czech Republic. In recognition of our fiscal 2010 actual pro forma Adjusted EBITDA ($214.3 million) exceeding planned pro forma Adjusted EBITDA ($194.2 million) by 10%, Quiksilver Europe’s pro forma Adjusted EBITDA exceeding plan by 18%, Quiksilver Americas’ pro forma Adjusted EBITDA exceeding plan by 14%, and the committee’s assessment of each officer’s contribution to our overall performance, Messrs. McKnight, Scirocco, Exon, Agnes and Stevenson were awarded the discretionary bonus amounts set forth in the table above.

          We have recently adopted a formal incentive cash bonus plan and the committee intends to establish specific financial targets and personal objectives for each named executive officer under such plan with respect to our 2011 fiscal year.

          Long Term Incentive Plan (LTIP) Compensation

          Our LTIP was implemented by the committee to provide a long-term orientation to our compensation program and, along with the current discretionary cash bonuses generally available with respect to short term achievements, to balance the focus of executive compensation between short-term and long-term corporate objectives and financial and operating performance. Generally, under the LTIP, each performance period is three years with potential grants made annually. Therefore, the award periods overlap, and there is the potential for an award to be earned every year. However, no more than one performance period will end in any given year. At the end of each performance period, actual awards are determined based on achievement of the pre-established objectives. The maximum amount of any LTIP award payable to any of our executive officers for any performance period may not exceed $3,000,000. The committee also established a maximum bonus opportunity under the LTIP of 200% of the participating executive’s base salary. During fiscal 2010, Mr. McKnight was the only participant in the LTIP.

          The performance objectives set by the committee for LTIP awards may be based upon a variety of business measurements. However, our compensation committee has historically established performance goals based on our average earnings per share growth over the three year performance period. Our compensation committee may make pro-forma adjustments to outstanding performance targets to adjust for acquisitions, reflect changes in accounting rules or corporate structure, or other circumstances for the purpose of preventing dilution or enlargement of a participant’s opportunity to earn incentive compensation under the LTIP. The awards granted to Mr. McKnight set the average earnings per share growth targets as follows, with the corresponding payments as multiples of Mr. McKnight’s base salary.

3 Year Average EPS Growth						% of Base Salary
	<4	%					0	%
	4	%					20	%
	6	%					40	%
	8	%					60	%
	10	%					80	%
	12	%					100	%
	14	%					120	%
	16	%					140	%
	18	%					160	%
	20	%					180	%
	³22	%				Capped at 200%

          No payments will be made with respect to an award if performance does not meet the threshold performance level. Actual average earnings per share growth results between the levels specified above will be interpolated to calculate the actual bonus payout. Payment of any earned award will be made in cash following the end of the performance period. Participants may be given the opportunity to elect to defer some or all of any payment in the form of cash or our common stock. Any payment in our common stock will be based on the fair market value of such stock at the time the cash award otherwise would have been payable.

          No amounts were paid to Mr. McKnight for the three year performance period ended October 31, 2010 because the minimum average earnings per share growth targets were not achieved. Also, the committee has not made any long-term incentive awards to any of our executive officers, including Mr. McKnight, since January 2008 (for the November 1, 2007 to October 31, 2010 performance period). Consequently, there are no currently outstanding LTIP awards to any of our executive officers. The committee may, in the future, grant LTIP awards to the executive officers, but no such plans have been identified.

          Equity-Based Compensation

          The compensation committee believes that the use of stock-based awards very closely aligns executive compensation with the value to be received by our stockholders during the same period, as well as provides an opportunity for increased equity ownership by our executive officers.

          Discretionary Option Grant Program. Under the discretionary option grant program of our 2000 Stock Incentive Plan, the committee has complete discretion to determine which executive officers are to receive stock option grants, the time or times when those stock option grants are to be made, the number of shares subject to each such grant, the time or times when each grant is to vest and become exercisable, the maximum term for which the grant is to remain outstanding, and the status of any granted option as either an incentive stock option or a non-statutory option under federal tax laws. Each stock option has an exercise price per share determined by the committee, but in no event will the exercise price be less than the fair market value of our common stock on the grant date. No granted option will have a term in excess of ten years, and the option grants generally become exercisable in one or more installments over a specified period of service measured from the grant date. Historically, we have granted options that vest in equal and successive annual installments over a three year period from the date of grant.

          The aggregate stock option grants made by the committee to our named executive officers during fiscal 2010 are set forth below, and except as discussed below, all such stock option grants vest in three equal and successive annual installments over the three year period commencing on the option grant date. The fiscal 2010 option grant to Mr. Agnes vests in a lump sum on the fourth anniversary of the grant date. The difference in the vesting period for Mr. Agnes is to accommodate for certain tax impacts to French optionees.

		Fiscal 2010
Executive Officer		Options (#)
Robert B. McKnight, Jr., Chairman, Chief Executive Officer and President			200,000
Joseph Scirocco, Chief Financial Officer and Chief Operating Officer			100,000
Charles S. Exon, Chief Administrative Officer and General Counsel			100,000
Craig Stevenson, President — Quiksilver Americas			150,000
Pierre Agnes, President — Quiksilver Europe			150,000

          The committee generally reviews stock option grants, and makes annual stock option grants to our executive officers at the December committee meeting following the public announcement of our prior fiscal year’s financial results. At the time of each equity grant, the committee determines the amount of stock options to grant to each executive officer based on the number of stock options available to be granted, the desire to adequately tie executive officer compensation with the long term interests of our stockholders and the desire to increase our executive officers equity interests in the company. The committee also requests input from our Chief Executive Officer regarding his assessment of each individual executive officer’s performance during the year and a recommendation regarding the amount and type of equity grants to each executive officer.

          Restricted Stock Program. Shares of common stock may be issued under the restricted stock program of our 2000 Stock Incentive Plan. These shares will generally vest in one or more installments over the recipient’s period of service or upon attainment of specified performance objectives or such other criteria as the committee shall determine. The committee has complete discretion under the restricted stock program to determine which executive officers are to receive restricted stock awards, the time or times when those restricted stock awards are to be made, the number of shares subject to each such award, the vesting schedule for each award and the purchase price (if any) payable per share.

          There were no grants of restricted stock made to our named executive officers during our 2010 fiscal year since there were only a limited number of shares of restricted stock available for issuance under our 2000 Stock Incentive Plan.

          Perquisites

          We provide perquisites to our executive officers that are typical of those provided to senior executives at other companies, which include health and group term life insurance benefits, supplemental long-term disability benefits, 401(k) matching benefits (which may be funded, or not, as determined by the compensation committee on an annual basis) and a clothing allowance for the purchase of our products at wholesale prices. The provision of these perquisites is not tied to individual or corporate operating and financial performance. Instead, the committee believes that these perquisites are beneficial to the creation of a competitive compensation package that is required to retain our executive officers’ services. Further, in the case of the clothing allowance provided to our executive officers, the committee believes that it is important for our executive officers and their families to use the products that we sell and distribute.

          Employment Agreements with our Named Executive Officers

          We have employment agreements with each of our named executive officers which provide certain severance and change in control benefits. The employment agreements, and the benefits provided thereunder, are described in detail under “Employment Agreements.”

          The committee believes that these employment agreements are an essential element of our executive officers’ compensation packages in order to be competitive with other companies that compete with us for executive officer talent, and also to ensure that our executive officers feel that they have adequate financial security to manage any circumstances that would obligate us to pay them severance or change in control benefits.

          Tax and Accounting Implications

          Section 162(m) of the Internal Revenue Code limits our ability to deduct certain compensation over $1 million paid to our executive officers unless such compensation is based on performance objectives meeting certain criteria or is otherwise excluded from the limitation. Our committee believes that it is generally in our best interest to comply with Section 162(m) and a significant portion of the compensation paid to our named executives will either be under the $1 million limit, eligible for exclusion (such as stock options) under the $1 million limit, or based on qualified performance objectives. However, notwithstanding this general policy, the committee also believes that there may be circumstances in which our interests are best served by maintaining flexibility in the way compensation is provided, whether or not the compensation is fully deductible under Section 162(m). Accordingly, some compensation paid to our executive officers may not be deductible to the extent that the aggregate of non-exempt compensation exceeds the $1 million level.

Summary Compensation Table

          The following table sets forth summary information concerning the compensation of each of our named executive officers for all services rendered in all capacities to us for the years ended October 31, 2008, 2009 and 2010:

																						Non-Equity
																						Incentive
														Stock				Option				Plan				All Other
Name and Principal Position(1)		Year				Salary $				Bonus $				Awards(2) $				Awards(2) $				Compensation(3) $				Compensation(4) $				Total $
Robert B. McKnight, Jr.			2010				1,000,000				1,525,000				—				371,830				—				17,000				2,913,830
Chairman of the Board,			2009				914,800				250,000				249,200				583,527				—				29,662				2,027,189
President and Chief Executive Officer			2008				981,300				—				315,000				306,856				—				76,600				1,679,756
Joseph Scirocco			2010				550,000				629,000				—				158,820				—				12,300				1,350,120
Chief Financial Officer			2009				550,000				200,000				186,900				471,230				—				12,500				1,420,630
and Chief Operating Officer			2008				562,500				200,000				540,000				306,856				—				58,100				1,667,456
Charles S. Exon			2010				500,000				572,000				—				158,820				—				22,300				1,253,120
Chief Administrative			2009				409,300				200,000				186,900				471,230				—				21,600				1,289,030
Officer, Secretary and General Counsel			2008				431,300				—				198,000				230,142				—				17,100				876,542
Pierre Agnes(5)			2010				617,500				745,000				—				238,230				—				—				1,600,730
President — Quiksilver			2009				437,800				585,000				178,050				450,910				—				—				1,651,760
Europe			2008				455,000				585,000				90,000				210,964				—				—				1,340,964
Craig Stevenson			2010				475,000				586,000				—				238,230				—				287,600				1,586,830
President — Quiksilver Americas			2009				359,400				250,000				178,050				450,910				—				269,002				1,507,362

Grants of Plan-Based Awards

          The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers during the fiscal year ended October 31, 2010:

All

Other

All Other

Stock

Option

Grant

Awards:

Awards:

Exercise

Date Fair

Number

Number of

or Base

Value of

of Shares

Securities

Price of

Stock and

of Stock

Underlying

Option

Option

Grant

or Units

Options

Awards

Awards

Name

Date

#(1)

#(1)

$/Share

$(2)

Robert B. McKnight, Jr.

12/23/09

—

100,000

2.3500

158,820

03/09/10

—

100,000

3.1000

213,010

Joseph Scirocco

12/23/09

—

100,000

2.3500

158,820

Charles S. Exon

12/23/09

—

100,000

2.3500

158,820

Pierre Agnes

12/23/09

—

150,000

2.3500

238,230

Craig Stevenson

12/23/09

—

150,000

2.3500

238,230

Outstanding Equity Awards at Fiscal Year-End

          The following table sets forth summary information regarding outstanding equity awards held by our named executive officers at October 31, 2010:

						Option Awards																Stock Awards
																										Market
																						Number				Value of
						Number of				Number of												of Shares				Shares
						Securities				Securities												or Units				or Units
						Underlying				Underlying												of Stock				of Stock
						Unexercised				Unexercised				Option								That				That
						Options				Options				Exercise				Option				Have Not				Have Not
						#				#				Price				Expiration				Vested				Vested
Name		Grant Date				Exercisable(1)				Unexercisable(1)				$				Date				#				$(2)
Robert B. McKnight, Jr.			12/22/00				200,000				—				4.6094				12/23/10				—				—
			12/03/01				400,000				—				3.5250				12/04/11				—				—
			12/19/02				400,000				—				6.6575				12/20/12				—				—
			11/12/03				400,000				—				8.7250				11/13/13				—				—
			09/29/06				—				—				—				—				60,000	(3)			250,200
			10/17/07				—				—				—				—				20,000	(4)			83,400
			12/26/07				53,333				26,667				9.0000				12/27/17				—				—
			12/26/07				—				—				—				—				35,000	(5)			145,950
			01/16/09				33,333				66,667				1.7700				01/17/19				—				—
			01/16/09				—				—				—				—				40,000	(6)			166,800
			04/06/09				8,333				16,667				1.2500				04/07/19				—				—
			08/07/09				—				420,000				2.2300				08/08/19				—				—
			08/07/09				—				—				—				—				80,000	(7)			333,600
			12/23/09				—				100,000				2.3500				12/24/19				—				—
			03/09/10				—				100,000				3.1000				03/10/20				—				—
Joseph Scirocco			12/26/07				53,333				26,667				9.0000				12/27/17				—				—
			12/26/07				—				—				—				—				60,000	(5)			250,200
			01/16/09				26,666				53,334				1.7700				01/17/19				—				—
			01/16/09				—				—				—				—				30,000	(6)			125,100
			04/06/09				6,666				13,334				1.2500				04/07/19				—				—
			08/07/09				—				340,000				2.2300				08/08/19				—				—
			08/07/09				—				—				—				—				60,000	(7)			250,200
			12/23/09				—				100,000				2.3500				12/24/19				—				—
Charles S. Exon			12/03/01				80,000				—				3.5250				12/04/11				—				—
			12/19/02				88,000				—				6.6575				12/20/12				—				—
			11/12/03				120,000				—				8.7250				11/13/13				—				—
			09/29/06				—				—				—				—				60,000	(3)			250,200
			12/26/07				40,000				20,000				9.0000				12/27/17				—				—
			12/26/07				—				—				—				—				22,000	(5)			91,740
			01/16/09				26,666				53,334				1.7700				01/17/19				—				—
			01/16/09				—				—				—				—				30,000	(6)			125,100
			04/06/09				6,666				13,334				1.2500				04/07/19				—				—
			08/07/09				—				340,000				2.2300				08/08/19				—				—
			08/07/09				—				—				—				—				60,000	(7)			250,200
			12/23/09				—				100,000				2.3500				12/24/19				—				—
Pierre Agnes			12/03/01				8,000				—				3.5250				12/04/11				—				—
			12/19/02				28,000				—				6.6575				12/20/12				—				—
			03/31/03				40,000				—				7.6550				04/01/13				—				—
			11/12/03				80,000				—				8.7250				11/13/13				—				—
			09/29/06				—				—				—				—				60,000	(3)			250,200
			12/26/07				—				55,000				9.0000				12/27/17				—				—
			12/26/07				—				—				—				—				10,000	(6)			41,700
			01/16/09				—				60,000				1.7700				01/17/19				—				—
			01/16/09				—				—				—				—				25,000	(7)			104,250
			04/06/09				—				20,000				1.2500				04/07/19				—				—
			08/07/09				—				340,000				2.2300				08/08/19				—				—
			08/07/09				—				—				—				—				60,000	(7)			250,200
			12/23/09				—				150,000				2.3500				12/24/19				—				—
Craig Stevenson			12/26/07				16,666				8,334				9.0000				12/27/17				—				—
			12/26/07				—				—				—				—				10,000	(5)			41,700
			01/16/09				20,000				40,000				1.7700				01/17/19				—				—
			01/16/09				—				—				—				—				25,000	(6)			104,250
			04/06/09				6,666				13,334				1.2500				04/07/19				—				—
			08/07/09				—				340,000				2.2300				08/08/19				—				—
			08/07/09				—				—				—				—				60,000	(7)			250,200
			12/23/09				—				150,000				2.3500				12/24/19				—				—

Option Exercises and Stock Vested

          The following table summarizes the option exercises and vesting of stock awards for each of our named executive officers during the fiscal year ended October 31, 2010:

		Option Awards
		Number of				Value
		Shares				Realized
		Acquired				Upon
		on Exercise				Exercise
Name		#				$
Robert B. McKnight, Jr.			240,000				103,272
Joseph Scirocco			—				—
Charles S. Exon			30,000				37,144
Pierre Agnes			—				—
Craig Stevenson			—				—

Employment Agreements

          On May 25, 2005, we entered into employment agreements, which were (except for Messrs. Agnes’ and Stevenson’s agreements) subsequently amended on December 21, 2006, with each of: Robert B. McKnight, Jr., our Chairman, Chief Executive Officer and President; Charles S. Exon, our Chief Administrative Officer, Secretary and General Counsel; Craig Stevenson, our President — Quiksilver Americas since January 12, 2009; and Pierre Agnes, our President — Quiksilver Europe. On April 16, 2007 we entered into an employment agreement with Joseph Scirocco, our Chief Financial Officer and, since May 2010, our Chief Operating Officer.

          Each of these agreements is for an unspecified term and may be terminated by us or the executive for any reason, subject to the payment of certain amounts as set forth below. Under these agreements, we currently pay base salaries at an annual rate equal to the following: $1,000,000 for Mr. McKnight; $550,000 for Mr. Scirocco; $550,000 for Mr. Exon, €475,000 (approximately $617,500) for Mr. Agnes; and $475,000 for Mr. Stevenson. Our compensation committee has the discretion to adjust these base salaries based on our performance, the individual’s performance, market conditions or such other factors as the committee deems relevant, provided that they may not be reduced below the following annual rates: $880,000 for Mr. McKnight; $550,000 for Mr. Scirocco; and $400,000 for Mr. Exon. Mr. McKnight’s employment agreement also provides that he will be eligible to earn an annual bonus of up to 300% of his minimum base salary under our Annual Incentive Plan (AIP) or LTIP, or a combination of the two. Messrs. Exon’s, Scirocco’s, Agnes’ and Stevenson’s employment agreements provide that they are eligible to receive annual discretionary bonuses approved by the compensation committee. In addition, in connection with Mr. Stevenson’s relocation to the United States to assume his role as President — Quiksilver Americas, the compensation committee approved an expatriate compensation package in addition to his base salary. Such expatriate compensation includes the use of a company-owned automobile and a company-leased home, and until December 2009, included a monthly allowance of $6,000 to cover educational and other cost of living expenses.

          Each agreement requires us to maintain a $2 million term life insurance policy on the life of the executive, payable to their designees; provided, however, that we are not required to pay annual premiums for the policies in excess of $5,000 each. The agreements also provide that the executives will continue to be participants in our 2000 Stock Incentive Plan, or any successor equity plan, on terms established by our board of directors, but substantially similar to those granted to our other senior executives of an equivalent level. Each agreement further provides that the executives will be covered by our group health insurance programs and our long-term disability plan for senior executives on the same terms and conditions applicable to comparable employees. We are also required to provide each executive with a clothing allowance of at least $4,000 per year to purchase company products at our wholesale prices.

          If we terminate an executive’s employment without Cause, or if the executive terminates his employment for Good Reason (as defined below) within six months of the event constituting Good Reason, the employment agreements provide that we will: (1) continue to pay the executive’s base salary for a period of one and one-half years (two years in the case of Mr. McKnight), (2) pay a pro rata portion of the bonus for the fiscal year in which the termination occurs; and (3) pay an amount equal to two times the average annual bonus earned by the executive during the two most recently completed fiscal years, payable over one and one-half years (two years in the case of Mr. McKnight) following the executive’s termination. For Messrs. McKnight, Exon and Scirocco, if their termination were to occur within one year following a Change in Control (as defined below), the period of salary continuation is increased by six months (one year in the case of Mr. McKnight) and, in the case of Mr. McKnight only, the payment based on average annual bonus is increased to three times such average. The period for the payment based on average annual bonus is similarly extended. In order to receive the termination benefits listed above, the executive is required to sign a general release of claims. If we terminate an executive for Cause or the executive terminates his employment without Good Reason, then the executive will receive his base salary and benefits earned and accrued prior to termination and, if the basis for Cause is the executive’s death or permanent disability, a pro rata portion of his bonus for the year in which the termination occurs.

          Each of the agreements requires that if we grant stock options to the executive after the date of the agreement, the options must provide that if the executive is terminated by us without Cause, as a result of the executive’s death or permanent disability or by the executive for Good Reason, all of the options will automatically vest in full on an accelerated basis and remain exercisable until the earlier to occur of (1) the first anniversary of the termination, (2) the end of the option term, or (3) termination pursuant to other provisions of the option plan or option agreement, such as a corporate transaction.

          For purposes of these employment agreements, Cause includes (1) death, (2) permanent disability, (3) willful misconduct in the performance of duties, (4) commission of a felony or violation of law involving moral turpitude or dishonesty, (5) self-dealing, (6) willful breach of duty, (7) habitual neglect of duty, or (8) material breach by the executive of his obligations under the employment agreement.

          For purposes of these employment agreements, Good Reason means (1) the assignment to the executive of duties materially inconsistent with his position, as set forth in the agreement, without his consent, (2) a material change in his reporting level from that set forth in the agreement, without his consent, (3) a material diminution in his authority, without his consent, (4) a material breach by us of our obligations under the agreement, (5) the failure by us to obtain from any successor, before the succession takes place, an agreement to assume and perform our obligations under the employment agreement or (6) except in the case of Mr. Agnes and Mr. Stevenson, requiring the executive to be based, other than temporarily, at any office or location outside of the southern California area, without his consent.

          Under these employment agreements, a “Change in Control” would include any of the following events: (1) any person (as defined in the Securities Exchange Act of 1934) acquires shares of capital stock of Quiksilver, Inc. representing more than 50% of the total number of shares of capital stock that may be voted for the election of our directors, (2) a merger, consolidation, or other business combination of Quiksilver, Inc. with or into another person is consummated, or all or substantially all of our assets are acquired by another person, as a result of which our stockholders prior to the transaction own, after such transaction, equity securities possessing less than 50% of the voting power of the surviving or acquiring person (or any person in control of the surviving or acquiring person, the equity securities of which are issued or transferred in such transaction), or (3) our stockholders approve a plan of complete liquidation, dissolution or winding up.

Potential Payments Upon Termination, Change in Control or Corporation Transaction

          As described above, payments may be made to our named executive officers upon a change in control or the termination of their employment with us depending upon the circumstances of the termination, which includes termination by us for Cause, termination by us without Cause, termination by the executive for Good Reason, other voluntary termination by the executive, death, or permanent disability. In addition, the award agreements for stock options and restricted stock and the LTIP plan documents also address these circumstances, as well as the effects of a corporate transaction.

     Award Agreements and LTIP

          Under the applicable award agreements, vesting of restricted stock and stock options granted to employees, including the named executive officers, may be affected upon a “change in control” or a “corporate transaction.” A “change in control” is defined as a change in ownership or control effected through either (i) the acquisition, directly or indirectly by any person or related group of persons (other than Quiksilver or a person that directly or indirectly controls, is controlled by, or is under common control with, Quiksilver), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities pursuant to a tender or exchange offer made directly to our stockholders, or (ii) a change in the composition of our board over a period of thirty-six (36) consecutive months or less such that a majority of the board members ceases, by reason of one or more contested elections for board membership, to be comprised of individuals who either (A) have been board members continuously since the beginning of such period or (B) have been elected or nominated for election as board members during such period by at least a majority of the board members described in clause (A) who were still in office at the time the board approved such election or nomination. A “corporate transaction” is defined as either of the following stockholder-approved transactions to which we are a party: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of our assets in complete liquidation or dissolution of the company.

          Upon a corporate transaction, unvested stock options will accelerate and vest in full unless the options are assumed by the successor corporation or replaced with a cash incentive program preserving the spread between the exercise price and the fair market value of the options at the time of the corporation transaction. Similarly, unvested shares of restricted stock will accelerate and vest upon a corporate transaction unless our rights and obligations with respect to the shares are assigned to, and assumed by, the successor corporation. In addition, if a change in control occurs, or a corporate transaction occurs and a successor corporation is assigned and assumes our rights and obligations with respect to shares of restricted stock, and we subsequently terminate an employee for any reason, other than misconduct, all outstanding shares of restricted stock accelerate and vest. “Misconduct” is defined as the commission of any act of fraud, embezzlement or dishonesty by the employee, any unauthorized use or disclosure by such person of our confidential information or trade secrets, or any other intentional misconduct by such person adversely affecting our business or affairs in a material manner.

          Under the applicable award agreements, vesting of stock options and restricted stock granted to employees, including the named executive officers, may be accelerated in certain other circumstances. Under stock option award agreements, upon termination for cause or for misconduct, the entire award is generally forfeited. Upon termination by the company without cause, termination by the employee for good reason (as defined in their employment agreements), death or disability, the unvested portion of the award is forfeited; provided, however, that only with respect to stock options granted after May 2005, the entire award is immediately vested with respect to our named executive officers. Depending on the type of termination, the time to exercise the vested portion of the stock options varies from three months to one year. In no event is this period later than the expiration date of the option. Under the restricted stock award agreements, upon any termination for death or disability, the entire award is immediately vested. For all other terminations, unvested awards of restricted stock are forfeited unless such termination is in connection with a corporate transaction or change in control, as described above.

          Under the LTIP, upon a change in control, awards for any performance cycle which has not been completed are deemed earned at the time of the change in control at the target level, with payment made pro rata for the portion of the performance cycle completed prior to the change in control. If an executive’s employment is terminated for any reason, awards granted for a performance cycle that ended prior to the termination date will not be affected. If an executive’s employment is terminated due to death, disability or retirement, awards for any performance cycle which has not been completed are determined with reference to the performance goals for the entire performance cycle and

the payments are prorated based on the percentage of the performance cycle completed prior to termination. However, the compensation committee has discretionary authority to approve payment of the full amount or a greater pro rated amount of such awards. The compensation committee may also determine the amount of the award and make the payout at the end of the performance cycle or earlier based on its good faith determination of the level of the performance achieved through the date of termination or expected to be achieved for the performance cycle. If an executive terminates his employment for any reason (except retirement, disability or death) or we terminate the executive’s employment with or without cause, awards for performance cycles which have not been completed at the time of termination are forfeited, unless otherwise provided in a written employment agreement with us. However, the compensation committee has discretionary authority to approve payment of all or a portion of such awards.

     Quantification of Potential Benefits Payable

          The following tables set forth a quantification of estimated benefits payable to our named executive officers under various circumstances regarding a change in control, corporate transaction and the termination of their employment. In calculating these benefits, we have taken into consideration or otherwise assumed the following:

•		Termination of employment occurred on October 31, 2010, the last day of our 2010 fiscal year.
•		We have valued equity awards using the $4.17 per share closing market price of our common stock on the NYSE on October 29, 2010, the last trading day of our 2010 fiscal year.
•		We have valued stock options at their intrinsic value, equal to the difference between $4.17 and the per share exercise price, multiplied by the number of shares underlying the stock options.
•		In the event of termination of employment, the payment of certain long-term incentive awards and other amounts may be delayed, depending upon the terms of each specific award agreement, the provisions of the applicable named executive officer’s employment agreement and the applicability of Section 409A of the IRS Code. In quantifying aggregate termination payments, we have not taken into account the timing of the payments and we have not discounted the value of payments that would be made over time, except where otherwise disclosed.
•		We have assumed that IRS Code Section 280G will not apply to any of the amounts paid by us to the applicable named executive officers.

          In May 2005, our executive officer employment agreements were amended to provide that all future stock option grants will (1) accelerate on termination due to death or disability, termination without cause or termination for good reason and (2) remain exercisable for 1 year thereafter unless the stock option otherwise terminates pursuant to its terms. Previously, these employment agreements provided that stock options accelerated only on termination without cause or termination for good reason within 12 months of a change in control.

Estimated Benefits Payable As a Result of Termination of Employment by Employee For Good Reason

		Robert B.				Joseph				Charles S.				Pierre				Craig
Elements		McKnight				Scirocco				Exon				Agnes(6)				Stevenson(7)
Salary continuation(1)		$	2,000,000			$	825,000			$	750,000			$	926,250			$	712,500
Severance(2)			250,000				400,000				200,000				1,170,000				433,480
Early vesting of stock options(3)			1,674,800				1,092,000				1,143,600				1,140,160				1,135,000
LTIP(4)			-0-				-0-				-0-				-0-				-0-
Discretionary bonus(5)			1,525,000				629,000				572,000				745,000				586,000
Total		$	5,449,800			$	2,946,000			$	2,665,600			$	3,981,410			$	2,866,980

Estimated Benefits Payable As a Result of Termination of Employment by Company Without Cause

		Robert B.				Joseph				Charles S.				Pierre				Craig
Elements		McKnight				Scirocco				Exon				Agnes(6)				Stevenson(7)
Salary continuation(1)		$	2,000,000			$	825,000			$	750,000			$	926,250			$	712,500
Severance(2)			250,000				400,000				200,000				1,170,000				433,480
Early vesting of stock options(3)			1,674,800				1,092,000				1,143,600				1,140,160				1,135,000
LTIP(4)			-0-				-0-				-0-				-0-				-0-
Discretionary bonus(5)			1,525,000				629,000				572,000				745,000				586,000
Total		$	5,449,800			$	2,946,000			$	2,665,600			$	3,981,410			$	2,866,980

Estimated Benefits Payable As a Result of Termination of Employment by Employee For Good Reason or by Company Without Cause Within Twelve Months Following a Change in Control(1)

		Robert B.				Joseph				Charles S.				Pierre				Craig
Elements		McKnight				Scirocco				Exon				Agnes(8)				Stevenson(9)
Salary continuation(2)		$	3,000,000			$	1,100,000			$	1,000,000			$	926,250			$	712,500
Severance(3)			375,000				400,000				200,000				1,170,000				433,480
Early vesting of stock options(4)			1,674,800				1,092,000				1,143,600				1,140,160				1,135,000
Early vesting of restricted stock(5)			979,950				625,500				717,240				646,350				396,150
LTIP(6)			-0-				-0-				-0-				-0-				-0-
Discretionary bonus(7)			1,525,000				629,000				572,000				745,000				586,000
Total		$	7,554,750			$	3,846,500			$	3,632,840			$	4,627,760			$	3,263,130