INDEMNITY AGREEMENT

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EXHIBIT 10.1

INDEMNITY AGREEMENT

This Indemnity Agreement ("Agreement") is made as of ________________,

2005 by and between VOLCOM, INC., a Delaware corporation (the "Company"), and

______________ ("Indemnitee").

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve

publicly-held corporations as directors or in other capacities unless they are

provided with adequate protection through insurance or adequate indemnification

against inordinate risks of claims and actions against them arising out of their

service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the "Board") has

determined that, in order to attract and retain qualified individuals, the

Company will attempt to maintain on an ongoing basis, at its sole expense,

liability insurance to protect persons serving the Company and its subsidiaries

from certain liabilities. Although the furnishing of such insurance has been a

customary and widespread practice among United States-based corporations and

other business enterprises, the Company believes that, given current market

conditions and trends, such insurance may be available to it in the future only

at higher premiums and with more exclusions. At the same time, directors,

officers and other persons in service to corporations or business enterprises

are being increasingly subjected to expensive and time-consuming litigation

relating to, among other things, matters that traditionally would have been

brought only against the Company or business enterprise itself. The Bylaws of

the Company require indemnification of the officers and directors of the

Company. Indemnitee may also be entitled to indemnification pursuant to

applicable provisions of the Delaware General Corporation Law ("DGCL"). The

Bylaws and the DGCL expressly provide that the indemnification provisions set

forth therein are not exclusive, and thereby contemplate that contracts may be

entered into between the Company and members of the board of directors, officers

and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to

indemnification have increased the difficulty of attracting and retaining such

persons;

WHEREAS, the Board has determined that the increased difficulty in

attracting and retaining such persons is detrimental to the best interests of

the Company's stockholders and that the Company should act to assure such

persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company

contractually to obligate itself to indemnify, and to advance expenses on behalf

of, such persons to the fullest extent permitted by applicable law so that they

will serve or continue to serve the Company free from undue concern that they

will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the

Certificate of Incorporation (the "Charter"), the Bylaws of the Company and any

resolutions adopted pursuant

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thereto, and shall not be deemed a substitute therefor, nor to diminish or

abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the

Company's Charter, Bylaws and insurance as adequate in the present

circumstances, and may not be willing to serve as an officer or director without

adequate protection, and the Company desires Indemnitee to serve in such

capacity. Indemnitee is willing to serve, continue to serve and to take on

additional service for or on behalf of the Company on the condition that he be

so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants

contained herein, the Company and Indemnitee do hereby covenant and agree as

follows:

1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve

as an officer or director of the Company for so long as Indemnitee is duly

elected or appointed or until Indemnitee tenders his resignation.

2. DEFINITIONS. As used in this Agreement:

(a) References to "agent" shall mean any person who is or was a

director, officer, or employee of the Company or a subsidiary of the Company or

other person authorized by the Company to act for the Company, to include such

person serving in such capacity as a director, officer, employee, fiduciary or

other official of another corporation, partnership, limited liability company,

joint venture, trust or other enterprise at the request of, for the convenience

of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms "Beneficial Owner" and "Beneficial Ownership"

shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange

Act (as defined below) as in effect on the date hereof.

(c) A "Change in Control" shall be deemed to occur upon the

earliest to occur after the date of this Agreement of any of the following

events:

(i) Acquisition of Stock by Third Party. Any Person (as

defined below):

(A) becomes, after the date hereof, the

Beneficial Owner, directly or indirectly, of securities of the Company

representing twenty percent (20%) or more of; or

(B) after the date hereof, is the

Beneficial Owner, directly or indirectly, of securities of the Company

representing fifty percent (50%) or more of,

the combined voting power of the Company's then outstanding securities entitled

to vote generally in the election of directors, unless (1) the change in the

relative Beneficial Ownership of the Company's securities by any Person results

solely from a reduction in the aggregate number of outstanding shares of

securities entitled to vote generally in the election of directors,

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or (2) such acquisition was approved in advance by the Continuing Directors (as

defined below) and such acquisition would not constitute a Change in Control

under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as

of the date hereof, constitute the Board, and any new director whose election by

the Board or nomination for election by the Company's stockholders was approved

by a vote of at least two thirds of the directors then still in office who were

directors on the date hereof or whose election for nomination for election was

previously so approved (collectively, the "Continuing Directors"), cease for any

reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a

reorganization, merger or consolidation of the Company (a "Business

Combination"), in each case, unless, following such Business Combination: (1)

all or substantially all of the individuals and entities who were the Beneficial

Owners of securities entitled to vote generally in the election of directors

immediately prior to such Business Combination beneficially own, directly or

indirectly, more than 51% of the combined voting power of the then outstanding

securities of the Company entitled to vote generally in the election of

directors resulting from such Business Combination (including, without

limitation, a corporation which as a result of such transaction owns the Company

or all or substantially all of the Company's assets either directly or through

one or more Subsidiaries) in substantially the same proportions as their

ownership, immediately prior to such Business Combination, of the securities

entitled to vote generally in the election of directors; (2) no Person

(excluding any corporation resulting from such Business Combination) is the

Beneficial Owner, directly or indirectly, of 20% or more of the combined voting

power of the then outstanding securities entitled to vote generally in the

election of directors of such corporation except to the extent that such

ownership existed prior to the Business Combination; and (3) at least a majority

of the Board of Directors of the corporation resulting from such Business

Combination were Continuing Directors at the time of the execution of the

initial agreement, or of the action of the Board of Directors, providing for

such Business Combination;

(iv) Liquidation. The approval by the stockholders of

the Company of a complete liquidation of the Company or an agreement or series

of agreements for the sale or disposition by the Company of all or substantially

all of the Company's assets, other than factoring the Company's current

receivables or escrows due (or, if such approval is not required, the decision

by the Board to proceed with such a liquidation, sale, or disposition in one

transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a

nature that would be required to be reported in response to Item 6(e) of

Schedule 14A of Regulation 14A (or a response to any similar item on any similar

schedule or form) promulgated under the Exchange Act (as defined below), whether

or not the Company is then subject to such reporting requirement.

(d) "Corporate Status" describes the status of a person who is

or was a director, officer, trustee, general partner, managing member,

fiduciary, employee or agent of the Company or of any other Enterprise (as

defined below) which such person is or was serving at the request of the

Company.

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(e) "Delaware Court" shall mean the Court of Chancery of the

State of Delaware.

(f) "Disinterested Director" shall mean a director of the

Company who is not and was not a party to the Proceeding (as defined below) in

respect of which indemnification is sought by Indemnitee.

(g) "Enterprise" shall mean the Company and any other

corporation, constituent corporation (including any constituent of a

constituent) absorbed in a consolidation or merger to which the Company (or any

of its wholly owned subsidiaries) is a party, limited liability company,

partnership, joint venture, trust, employee benefit plan or other enterprise of

which Indemnitee is or was serving at the request of the Company as a director,

officer, trustee, general partner, managing member, fiduciary, employee or

agent.

(h) "Exchange Act" shall mean the Securities Exchange Act of

1934, as amended.

(i) "Expenses" shall include attorneys' fees and costs,

retainers, court costs, transcript costs, fees of experts, witness fees, travel

expenses, duplicating costs, printing and binding costs, telephone charges,

postage, delivery service fees, and all other disbursements or expenses in

connection with prosecuting, defending, preparing to prosecute or defend,

investigating, being or preparing to be a witness in, or otherwise participating

in, a Proceeding (as defined below). Expenses also shall include Expenses

incurred in connection with any appeal resulting from any Proceeding, including

without limitation the premium, security for, and other costs relating to any

cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,

however, shall not include amounts paid in settlement by Indemnitee or the

amount of judgments or fines against Indemnitee.

(j) "Independent Counsel" shall mean a law firm or a member of a

law firm that is experienced in matters of corporation law and neither presently

is, nor in the past five years has been, retained to represent: (i) the Company

or Indemnitee in any matter material to either such party (other than with

respect to matters concerning the Indemnitee under this Agreement, or of other

indemnitees under similar indemnification agreements); or (ii) any other party

to the Proceeding giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term "Independent Counsel" shall not include

any person who, under the applicable standards of professional conduct then

prevailing, would have a conflict of interest in representing either the Company

or Indemnitee in an action to determine Indemnitee's rights under this

Agreement.

(k) References to "fines" shall include any excise tax assessed

on Indemnitee with respect to any employee benefit plan; references to "serving

at the request of the Company" shall include any service as a director, officer,

employee, agent or fiduciary of the Company which imposes duties on, or involves

services by, such director, officer, employee, agent or fiduciary with respect

to an employee benefit plan, its participants or beneficiaries; and if

Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to

be in the best interests of the participants and beneficiaries of an employee

benefit plan, Indemnitee shall be

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deemed to have acted in a manner "not opposed to the best interests of the

Company" as referred to in this Agreement.

(l) The term "Person" shall have the meaning as set forth in

Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof;

provided, however, that "Person" shall exclude: (i) the Company; (ii) any

Subsidiaries (as defined below) of the Company; (iii) any employee benefit plan

of the Company or of a Subsidiary of the Company or of any corporation owned,

directly or indirectly, by the stockholders of the Company in substantially the

same proportions as their ownership of stock of the Company; and (iv) any

trustee or other fiduciary holding securities under an employee benefit plan of

the Company or of a Subsidiary of the Company or of a corporation owned directly

or indirectly by the stockholders of the Company in substantially the same

proportions as their ownership of stock of the Company.

(m) A "Potential Change in Control" shall be deemed to have

occurred if: (i) the Company enters into an agreement or arrangement, the

consummation of which would result in the occurrence of a Change in Control;

(ii) any Person or the Company publicly announces an intention to take or

consider taking actions which if consummated would constitute a Change in

Control; (iii) any Person who becomes the Beneficial Owner, directly or

indirectly, of securities of the Company representing 5% or more of the combined

voting power of the Company's then outstanding securities entitled to vote

generally in the election of directors increases his Beneficial Ownership of

such securities by 5% or more over the percentage so owned by such Person on the

date thereof; or (iv) the Board adopts a resolution to the effect that, for

purposes of this Agreement, a Potential Change in Control has occurred.

(n) The term "Proceeding" shall include any threatened, pending

or completed action, suit, arbitration, alternate dispute resolution mechanism,

investigation, inquiry, administrative hearing or any other actual, threatened

or completed proceeding, whether brought in the right of the Company or

otherwise and whether of a civil (including intentional or unintentional tort

claims), criminal, administrative or investigative nature, in which Indemnitee

was, is or will be involved as a party or otherwise by reason of the fact that

Indemnitee is or was a director or officer of the Company, by reason of any

action (or failure to act) taken by him or of any action (or failure to act) on

his part while acting as a director or officer of the Company, or by reason of

the fact that he is or was serving at the request of the Company as a director,

officer, trustee, general partner, managing member, fiduciary, employee or agent

of any other Enterprise, in each case whether or not serving in such capacity at

the time any liability or expense is incurred for which indemnification,

reimbursement, or advancement of expenses can be provided under this Agreement.

(o) The term "Subsidiary," with respect to any Person, shall

mean any corporation or other entity of which a majority of the voting power of

the voting equity securities or equity interest is owned, directly or

indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify and

hold harmless Indemnitee in accordance with the provisions of this Section 3 if

Indemnitee was, is, or is threatened to be made, a party to or a participant (as

a witness or otherwise) in any Proceeding, other than a Proceeding by or in the

right of the Company to procure a judgment in its favor. Pursuant to this

Section 3, Indemnitee shall be indemnified against all Expenses,

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judgments, liabilities, fines, penalties and amounts paid in settlement

(including all interest, assessments and other charges paid or payable in

connection with or in respect of such Expenses, judgments, fines, penalties and

amounts paid in settlement) actually and reasonably incurred by Indemnitee or on

his behalf in connection with such Proceeding or any claim, issue or matter

therein, if Indemnitee acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of the Company and, in

the case of a criminal Proceeding, had no reasonable cause to believe that his

conduct was unlawful.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The

Company shall indemnify and hold harmless Indemnitee in accordance with the

provisions of this Section 4 if Indemnitee was, is, or is threatened to be made,

a party to or a participant (as a witness or otherwise) in any Proceeding by or

in the right of the Company to procure a judgment in its favor. Pursuant to this

Section 4, Indemnitee shall be indemnified against all Expenses actually and

reasonably incurred by him or on his behalf in connection with such Proceeding

or any claim, issue or matter therein, if Indemnitee acted in good faith and in

a manner he reasonably believed to be in or not opposed to the best interests of

the Company. No indemnification for Expenses shall be made under this Section 4

in respect of any claim, issue or matter as to which Indemnitee shall have been

finally adjudged by a court to be liable to the Company, unless and only to the

extent that any court in which the Proceeding was brought or the Delaware Court

shall determine upon application that, despite the adjudication of liability but

in view of all the circumstances of the case, Indemnitee is fairly and

reasonably entitled to indemnification.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY

SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the

extent that Indemnitee is a party to (or a participant in) and is successful, on

the merits or otherwise, in any Proceeding or in defense of any claim, issue or

matter therein, in whole or in part, the Company shall indemnify and hold

harmless Indemnitee against all Expenses actually and reasonably incurred by him

in connection therewith. If Indemnitee is not wholly successful in such

Proceeding but is successful, on the merits or otherwise, as to one or more but

less than all claims, issues or matters in such Proceeding, the Company shall

indemnify and hold harmless Indemnitee against all Expenses actually and

reasonably incurred by him or on his behalf in connection with each successfully

resolved claim, issue or matter. If the Indemnitee is not wholly successful in

such Proceeding, the Company also shall indemnify and hold harmless Indemnitee

against all Expenses reasonably incurred in connection with a claim, issue or

matter related to any claim, issue, or matter on which the Indemnitee was

successful. For purposes of this Section and without limitation, the termination

of any claim, issue or matter in such a Proceeding by dismissal, with or without

prejudice, shall be deemed to be a successful result as to such claim, issue or

matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other

provision of this Agreement, to the extent that Indemnitee is, by reason of his

Corporate Status, a witness in any Proceeding to which Indemnitee is not a

party, he shall be indemnified and held harmless against all Expenses actually

and reasonably incurred by him or on his behalf in connection therewith.

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7. ADDITIONAL INDEMNIFICATION.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the

Company shall indemnify and hold harmless Indemnitee if Indemnitee is a party to

or threatened to be made a party to any Proceeding (including a Proceeding by or

in the right of the Company to procure a judgment in its favor) against all

Expenses, judgments, fines, penalties and amounts paid in settlement (including

all interest, assessments and other charges paid or payable in connection with

or in respect of such Expenses, judgments, fines, penalties and amounts paid in

settlement) actually and reasonably incurred by Indemnitee in connection with

the Proceeding. No indemnity shall be made under this Section 7(a) on account of

Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty

to the Company or its stockholders or is an act or omission not in good faith or

which involves intentional misconduct or a knowing violation of the law.

(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a),

the Company shall indemnify and hold harmless Indemnitee if Indemnitee is a

party to or threatened to be made a party to any Proceeding (including a

Proceeding by or in the right of the Company to procure a judgment in its favor)

against all Expenses, judgments, fines, penalties and amounts paid in settlement

(including all interest, assessments and other charges paid or payable in

connection with or in respect of such Expenses, judgments, fines, penalties and

amounts paid in settlement) actually and reasonably incurred by Indemnitee in

connection with the Proceeding.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if

the indemnification and hold harmless rights provided for in this Agreement are

unavailable to Indemnitee in whole or in part for any reason whatsoever, the

Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in

the first instance, the entire amount incurred by Indemnitee, whether for

judgments, liabilities, fines, penalties, amounts paid or to be paid in

settlement and/or for Expenses, in connection with any Proceeding without

requiring Indemnitee to contribute to such payment, and the Company hereby

waives and relinquishes any right of contribution it may have at any time

against Indemnitee.

(b) The Company shall not enter into any settlement of any

Proceeding in which the Company is jointly liable with Indemnitee (or would be

if joined in such Proceeding) unless such settlement provides for a full and

final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees to fully indemnify and hold

harmless Indemnitee from any claims for contribution which may be brought by

officers, directors or employees of the Company other than Indemnitee who may be

jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the

Company shall not be obligated under this Agreement to make any indemnity in

connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf

of Indemnitee under any insurance policy or other indemnity provision, except

with respect to any

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excess beyond the amount actually received under any insurance policy, contract,

agreement, other indemnity provision or otherwise;

(b) for an accounting of profits made from the purchase and sale