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EXHIBIT 10.8
QUIKSILVER, INC.
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (the "Agreement") is made as of this
_____
day of _____, 200_, by and between QUIKSILVER, INC., a Delaware
corporation (the
"Company"), and ___________ (the "Indemnitee"), an ________ of the
Company.
A. The Indemnitee is currently serving as ______________________
of
the Company and in such capacity renders valuable services to the
Company.
B. The Company has investigated whether additional protective
measures
are warranted to protect adequately its directors and officers
against various
legal risks and potential liabilities to which such individuals are
subject due
to their position with the Company and has concluded that
additional protective
measures are warranted.
C. In order to induce and encourage highly experienced and
capable
persons such as the Indemnitee to continue to serve as officers and
directors,
the Board of Directors has determined, after due consideration,
that this
Agreement is not only reasonable and prudent, but necessary to
promote and
ensure the best interests of the Company and its stockholders.
NOW, THEREFORE, in consideration of the continued services of
the
Indemnitee and as an inducement to the Indemnitee to continue to
serve as
_________ of the Company, the Company and the Indemnitee do hereby
agree as
follows:
1.
DEFINITIONS. As used in this Agreement, the following terms
shall
have the meanings set forth below:
(a) "Proceeding" shall mean any threatened, pending or
completed
action, suit or proceeding, whether brought in the name of the
Company or
otherwise and whether of a civil, criminal, administrative or
investigative
nature, by reason of the fact that the Indemnitee is or was an
officer and/or a
director of the Company, or is or was serving at the request of the
Company as
director, officer, employee or agent of another enterprise, whether
or not he is
serving in such capacity at the time any liability or Expense is
incurred for
which indemnification or advancement of Expenses is to be provided
under this
Agreement.
(b) "Expenses" means, all costs, charges and expenses incurred
in
connection with a Proceeding, including, without limitation,
attorneys' fees,
disbursements and retainers, accounting and witness fees, travel
and deposition
costs, expenses of investigations, judicial or administrative
proceedings or
appeals, and any expenses of establishing a right to
indemnification pursuant to
this Agreement or otherwise, including reasonable compensation for
time spent by
the Indemnitee in connection with the investigation, defense or
appeal of a
Proceeding or action for indemnification for which he is not
otherwise
compensated by the Company or any third party; provided, however,
that the term
"Expenses" includes only those
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costs, charges and expenses incurred with the Company's consent,
which consent
shall not be unreasonably withheld; and provided further, that the
term
"Expenses" does not include the amount of damages, judgments,
amounts paid in
settlement, fines, penalties or excise taxes under the Employee
Retirement
Income Security Act of 1974, as amended ("ERISA"), actually levied
against the
Indemnitee or paid by or on behalf of the Indemnitee.
2. AGREEMENT TO SERVE. The Indemnitee agrees to continue to serve
as
____________of the Company at the will of the Company for so long
as Indemnitee
is duly elected or appointed or until such time as Indemnitee
tenders a
resignation in writing or is terminated, as ____________ by the
Company. Nothing
in this Agreement shall be construed to create any right in
Indemnitee to
continued service as _________ of the Company.
3. INDEMNIFICATION IN THIRD PARTY ACTIONS. The Company shall
indemnify
the Indemnitee in accordance with the provisions of this Section 3
if the
Indemnitee is a party to or threatened to be made a party to or
otherwise
involved in any Proceeding (other than a Proceeding by or in the
right of the
Company to procure a judgment in its favor), by reason of the fact
that the
Indemnitee is or was an officer and/or a director of the Company or
is or was
serving at the request of the Company as a director, officer,
employee or agent
of another enterprise, against all Expenses, damages, judgments,
amounts paid in
settlement, fines, penalties and ERISA excise taxes actually and
reasonably
incurred by the Indemnitee in connection with the defense or
settlement of such
Proceeding, to the fullest extent permitted by Delaware law;
provided that any
settlement shall be approved in writing by the Company.
4. INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY.
The Company shall indemnify the Indemnitee in accordance with the
provisions of
this Section 4 if the Indemnitee is a party to or threatened to be
made a party
to or otherwise involved in any Proceeding by or in the right of
the Company to
procure a judgment in its favor by reason of the fact that the
Indemnitee is or
was an officer and/or a director of the Company, or is or was
serving at the
request of the Company as a director, officer, employee or agent of
another
enterprise, against all Expenses actually and reasonably incurred
by Indemnitee
in connection with the defense or settlement of such Proceeding, to
the fullest
extent permitted by Delaware law.
5. CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The
Indemnitee shall be conclusively presumed to have met the relevant
standards of
conduct required by Delaware law for indemnification pursuant to
this Agreement,
unless a determination is made that the Indemnitee has not met such
standards by
(i) the Board of Directors of the Company by a majority vote of a
quorum thereof
consisting of directors who were not parties to such Proceeding,
(ii) the
stockholders of the Company by majority vote, or (iii) in a written
opinion of
independent legal counsel, the selection of whom has been approved
by the
Indemnitee in writing.
6. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding
any other provision of this Agreement, to the extent that the
Indemnitee has
been successful on the merits or otherwise in defense of any
Proceeding or in
defense of any claim, issue or matter therein, including the
dismissal of a
Proceeding without prejudice, the Indemnitee shall be
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indemnified against all Expenses incurred in connection therewith
to the fullest
extent permitted by Delaware law.
7. ADVANCES OF EXPENSES. The Expenses incurred by the Indemnitee
in
any Proceeding shall be paid promptly by the Company in advance of
the final
disposition of the Proceeding at the written request of the
Indemnitee to the
fullest extent permitted by Delaware law; provided that the
Indemnitee shall
undertake in writing to repay such amount to the extent that it is
ultimately
determined that the Indemnitee is not entitled to indemnification
by the
Company.
8. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under
any
provision of this Agreement to indemnification by the Company for
some or a
portion of the Expenses, damages, judgments, amounts paid in
settlement, fines,
penalties or ERISA excise taxes actually and reasonably incurred by
Indemnitee
in the investigation, defense, appeal or settlement of any
Proceeding but not,
however, for the total amount thereof, the Company shall
nevertheless indemnify
the Indemnitee for the portion of such Expenses, damages,
judgments, amounts
paid in settlement, fines, penalties or ERISA excise taxes to which
the
Indemnitee is entitled.
9. INDEMNIFICATION PROCEDURE; DETERMINATION OF RIGHT TO
INDEMNIFICATION.
(a) Promptly after receipt by the Indemnitee of notice of the
commencement of any Proceeding with respect to which the Indemnitee
intend
