Exhibit 10.1 EARTH AND OCEAN SPORTS, INC. MANAGEMENT EQUITY REORGANIZATION PLAN Earth and Ocean Sports, Inc. (the "Company") previously adopted its Management Incentive Program (the "Plan"). The Company now desires to terminate the Plan, and to substitute for the interests in the Plan direct equity interests in the Company in an aggregate amount equal to the total number of shares of Common Stock listed below. The method of implementing the foregoing shall be to permit each participant in the Plan (i) to purchase shares of the Company's Common Stock at the fair market value thereof as of October 31, 1996, equivalent to the indirect equity interest held in the Company by such participant that is vested, and (ii) to grant to each participant an option to purchase shares of the Company's Common Stock equivalent to the indirect equity interest held in the Company by such participant that is unvested, such option to vest in accordance with the existing vesting schedule of the Plan. All purchases of shares of Common Stock and options therefor are to be pursuant to agreements in such form as the Board of Directors shall determine. In accordance with the foregoing, the Plan is hereby terminated, and the following Plan participants shall be permitted to purchase the number of shares of Common Stock indicated below and shall receive the options to purchase Common Stock indicated below. An investment banking firm retained by the Company has determined that the fair market value of the Company's outstanding Common Stock is nominal. The purchase price of the Common Stock purchased pursuant to this reorganization plan, and the exercise price of the options to purchase Common Stock issued pursuant to this reorganization plan, shall therefore be $0.01 per share. The number of shares of Common Stock shown below gives effect the 750-for-1 stock split effected or to be effected pursuant to resolutions of the Board of Directors dated January 31, 1997, and no adjustment shall be made herein with respect to such stock split. Name of Participant No. of Shares to be Purchased Shares Subject to Options - ------------------- ----------------------------- ------------------------- Jon A. Glydon 93,000 62,000 Robert F. Szabad, Jr. 6,000 4,000 Charles Flathers, Jr. 6,000 4,000 Rita F. Kerr 6,000 4,000 Scott D. Burke 6,000 4,000 Patrick T. Dugan 6,000 4,000 Meredith M. Glydon 6,000 4,000 Tony Finn 2,000 8,000 Eric S. George 2,000 8,000 Alexander E. McAra 2,000 3,000 Susan C. Masure 1,200 800 Gregory L. Szabad 200 800 Michael Petersen _____ 1,000 James J. Redmon _____ 1,000 Name of Participant No. of Shares to be Purchased Shares Subject to Options - ------------------- ----------------------------- ------------------------- Gregg Vukclic _____ 1,000 Timothy Hollobon _____ 1,000 James E. Roman _____ 1,000 Charles Mehrmann _____ 1,000 J. Mark Kelly _____ 1,000 136,400 113,600 ======= ======= Dated: January 31, 1997, but effective as of October 31, 1996 EARTH AND OCEAN SPORTS, INC. By: /s/ Jon A. Glydon ------------------------- Title: