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: