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Management Equity Reorganization Plan

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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
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