Charter for Compensation Committee
2004 Committee Charter : ZQK
The Board of Directors of Quiksilver, Inc., a Delaware corporation (the "Company"), has
established the Compensation Committee pursuant to Section 141(c)(2) of the Delaware General
Corporation Law and Article III, Section 10 of the Company's Bylaws.
The Compensation Committee (the "Committee") shall be comprised of not less than two
members of the Board of Directors of the Company. Subject to the foregoing, the exact number
of members of the Compensation Committee shall be fixed and may be changed from time by
resolution duly adopted by the Board of Directors. The Committee members will be appointed
by the Board of Directors and may be removed by the Board in its discretion. Each member
shall be independent as defined in the listing standards of the New York Stock Exchange in
effect from time to time (referred to below as the "Listing Standards") and the Board of Directors
shall have affirmatively determined that the member is independent. As more clearly set forth in
the Listing Standards, members must not have any current or past relationships with the
Company which would interfere with their exercise of independent judgment or otherwise fail to
meet the independent standards set forth in the Listing Standards. In addition, each member of
the Committee also shall satisfy all requirements necessary from time to time to be "disinterested
directors" under Securities and Exchange Commission Rule 16b-3 and qualified "outside
directors" under Section 162(m) of the Internal Revenue Code and related regulations, all as
amended from time to time.
PURPOSE AND RESPONSIBILITIES
The primary purpose of the Compensation Committee is to: (i) assist the Board of Directors in
discharging its responsibilities in respect of compensation of the Company's executive officers
and directors; and (ii) produce an annual report on executive compensation for inclusion in the
Company's proxy statement.
The Committee shall:
· Review and approve the Company's goals and objectives, relevant to CEO
compensation, evaluate the CEO's performance in light of those goals and
objectives, and have sole authority to/together with the other independent
directors determine the CEO's compensation level based on this evaluation.
· Consider the Company's performance and relative shareholder return, the value of
similar incentive awards to CEO's at comparable companies, and the awards
given to the Company's CEO in past years when determining the long-term
component of the CEO's compensation.
· Make recommendations to the Board with respect to non-CEO executive
compensation, incentive-compensation plans and equity based plans.
· Review and approve on behalf of the full Board, the annual salary, bonus and
other benefits, direct and indirect, of executive officers. This authority extends to
the approval of employment agreements between the Company and such
· Review and approve individual stock option grants for employees pursuant to
plans approved by the Board.
· Review periodically and administer the Company's existing stock option, stock
incentive, stock purchase and stock bonus plans or arrangements and make
recommendations to the full Board for changes, if any, to such plans.
· Review periodically and submit to the full Board recommendations concerning
existing or new executive compensation, employee benefits, stock plans or
· Produce an annual report on executive compensation for inclusion in the proxy
statement as the Compensation Committee Report.
· Conduct an annual review of non-employee director compensation and, if
appropriate, recommend any changes in the type or amount of non-employee
director compensation. The Committee should consider that directors'
independence may be jeopardized if director compensation and perquisites exceed
customary levels, if the Company makes substantial contributions to organizations
with which a director is affiliated, or if the Company enters into consulting
contracts with (or provides other indirect forms of compensation to) a director or
an organization with which a director is affiliated. Compensation of nonemployee
directors should be comparable to that offered by other companies of
similar size and scope and a portion of director compensation should be in the
form of stock or stock options.
· Make regular reports to the Board and propose any necessary action to the Board.
· Review and reassess the adequacy of this charter annually and recommend any
proposed changes to the Board for approval.
· Evaluate its performance as the Compensation Committee on an annual basis.
· Perform such other specific functions as the Company's Board of Directors may
from time to time direct.
AUTHORITY AND PROCEDURES
The Compensation Committee shall meet at least twice a year and shall keep regular minutes of
its meetings. The Committee, as it may determine to be appropriate, may meet in separate
executive sessions with other directors, the CEO and other Company employees, agents or
representatives invited by the Committee. The Committee's Chairman shall be designated by the
full Board or, if it does not do so, the Committee members shall elect a Chairman by a vote of a
majority of the full Committee. The Chairman of the Committee will preside at each meeting of
the Committee and, in consultation with the other members of the Committee, shall set the
frequency and length of each meeting and the agenda of items to be addressed at each meeting.
The Committee is at all times authorized to have direct, independent access to the Company's
other directors and management. The Committee shall have the power to hire independent legal,
financial or other advisors, as it deems necessary, without consulting or obtaining the approval of
any officer of the Company in advance. The Committee shall have the authority to delegate any
of its responsibilities to subcommittees as the Committee may deem appropriate, provided the
subcommittee is composed entirely of independent directors and has a published committee