Marmot Mountain Ltd. 2000 Stock Incentive Plan



 Exhibit 4.2 
  

MARMOT MOUNTAIN, LTD. 
 2000 STOCK
INCENTIVE PLAN 
  

	1.	Establishment, Purpose and Types of Awards 

  
 The purpose of the Marmot Mountain, Ltd. 2000 Stock Incentive Plan (the “Plan”) of K2 Inc. (the “Company”) is to promote the long-term
growth and profitability of Marmot Mountain, LLC (“Marmot”) by (a) providing key people with incentives to improve stockholder value, (ii) contributing to the growth and financial success of Marmot and (iii) enabling the Marmot to attract,
retain and reward the best-available persons. 
  
 The Plan permits
the granting of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other
stock-based awards or any combination of the foregoing. 
  
 The
Plan was assumed by the Company on June 30, 2004 pursuant to the Agreement and Plan of Merger, dated June 2, 2004, among Marmot Mountain Ltd., the Stockholders of Marmot Mountain Ltd. named therein, the Company and Marmot. 
  

	2.	Definitions 

  
 Under this Plan, except where the context otherwise indicates, the following definitions apply: 
  
 (a) “Affiliate” shall mean any entity, whether now or
hereafter existing, which controls, is controlled by or is under common control with, Marmot (including, but not limited to, joint ventures, corporations, limited liability companies and partnerships). For this purpose, “control” shall
mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity. 
  
 (b) “Award” shall mean any stock option, stock appreciation right, restricted or unrestricted stock award, phantom stock award,
performance award, other stock-based award or any combination of the foregoing. 
  
 (c) “Board” shall mean the Board of Directors of the Company. 
  
 (d) “Change in Control” means: (i) the acquisition (other than from the Company) by any Person, as defined in this Section 2(d),
of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B) the combined voting power of
the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the
Company; or (iii) the effective time of any merger, share exchange, consolidation or other business combination of the Company, if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote
generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock; provided, however, that a Change in
Control shall not include a public offering of capital stock of the Company. For purposes of this Section 2(d), a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the


  









 
Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by the Company and entities controlled by the Company.

  
 (e) “Code” shall mean the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder. 
  
 (f) “Common Stock” shall mean shares of common stock of the Company, par value of $1.00 per share. 
  
 (g) “Fair Market Value” shall mean, with respect to a share of Common Stock for any purpose on a particular date, the value determined by
the Administrator in good faith. However, if the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, “Fair Market
Value” shall mean the closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange. If no public trading of the Common Stock
occurs on the relevant date, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock does occur. For all purposes under this Plan, the term “relevant date” as used in this Section
2.1(g) shall mean either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of the Common Stock occurs, as determined in the Administrator’s discretion. 
  
 (h) “Grant Agreement” shall mean a written document
memorializing the terms and conditions of an Award granted pursuant to the Plan and shall incorporate the terms of the Plan. 
  

	3.	Administration 

  
 (a) Administration of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board
from time to time (the Board or such committee or committees thereof, hereinafter referred to as the “Administrator”). 
  
 (b) Powers of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include the
authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. 
  
 The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of
shares of Common Stock to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or
renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided, however, that, except as provided in Section 7(d) of the Plan, any modification that would materially adversely affect any
outstanding Award shall not be made without the consent of the holder); (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction
or condition with respect to 

  

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such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award following termination of
any grantee’s employment or other relationship with the Company or Marmot; and (vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period. 

 
 The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems
necessary or advisable. 
  
 (c) Non-Uniform Determinations.
The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards and the terms and provisions of such Awards and the Grant
Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 
  
 (d) Limited Liability. To the maximum extent permitted by law, no
member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. 
  
 (e) Indemnification. To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall
be indemnified by the Company in respect of all their activities under the Plan. 
  
 (f) Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall
be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company and its stockholders, Marmot, any participants in the Plan and any other employee, consultant or director
of the Company or Marmot, and their respective successors in interest. 
  

	4.	Shares Available for the Plan 

  
 Subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under
the Plan shall not exceed an aggregate of 146,5001 shares of Common Stock. The Company shall reserve such number of



	1	At the effective time of the merger, One Hundred Thousand (100,000) shares of Marmot Mountain, Ltd. common stock, par value $0.0001 per share ("Marmot Mountain
Stock"), were reserved and available for issuance under the Plan; however pursuant to the terms of the Agreement and Plan of Merger, dated as of June 2, 2004, by and among the Company, Marmot Mountain, Ltd., Marmot and the Marmot Mountain, Ltd.
shareholders named 

  
 [Footnote continued on next
page] 
  

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 shares for Awards Under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or
portion of an Award under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares of Common Stock, or if any shares of Common Stock are surrendered to the
Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares of Common Stock are withheld by the Company, the shares of Common Stock subject to such Award and the surrendered and
withheld shares of Common Stock shall thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered to or withheld by the Company in connection with any Award or that are otherwise
forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422. 
  

	5.	Participation 

  
 Participation in the Plan shall be open to all employees, officers and directors of, and other individuals providing bona fide services to or for Marmot,
or of any Affiliate of Marmot, as may be selected by the Administrator from tine to time. The Administrator may also grant Awards to individuals in connection with hiring, retention or otherwise, prior to the date the individual first performs
services for Marmot or an Affiliate, provided that such Awards shall not become vested prior to the date the individual first performs such services. 
  

	6.	Awards 

  
 The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem
with other types of Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. The Administrator may permit or require a recipient of an Award to defer such individual’s receipt of the payment of cash or the
delivery of Common Stock that would otherwise be due to such individual by virtue of the exercise of, payment of or lapse or waiver of restrictions respecting, any Award. If any such payment deferral is permitted or required, the Administrator
shall, in its sole discretion, establish rules and procedures for such payment deferrals. 
  
 (a) Stock Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options or nonqualified stock options; provided, however, that Awards of incentive
stock options shall be limited to employees of Marmot or any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of Marmot. Options intended to
qualify as incentive stock options must have an exercise price at least equal to Fair Market Value of a share of Common Stock as of the date of grant, but nonqualified stock options may be granted with an exercise 

 [Footnote continued from previous page] 
  
 therein, each share of Marmot Mountain Stock was converted into 1.465 shares
of Common Stock, including those shares of Marmot Mountain Stock subject to outstanding options as of June 30, 2004 granted under the Plan and the corresponding conversion was made with respect to the shares of Marmot Mountain Stock reserved for
issuance under the Plan. 
  

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 price less than the Fair Market Value of a share of Common Stock on the date of grant. No stock option shall be an
incentive stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such stock option. 
  
 (b) Stock Appreciation Rights. The Administrator may from time to time grant to eligible participants Awards of stock appreciation rights
(“SAR”). A SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of
one share of Common Stock over (B) the base price per share of Common Stock specified in the Grant Agreement, times (ii) the number of shares of Common Stock specified by the SAR, or portion thereof, which is exercised. Payment by the
Company of the amount receivable upon any exercise of an SAR may be made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator. If upon settlement of the
exercise of an SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall be determined by dividing such portion of the Award by the Fair Market Value of a share of Common Stock on the exercise date.
No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated. 
  
 (c) Stock Awards. The Administrator may from time to time grant
restricted or unrestricted stock Awards to eligible participants in such amounts, on such terms and conditions and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. A
stock Award may be paid in Common Stock, cash or a combination of Common Stock and cash, as determined in the sole discretion of the Administrator. 
  
 (d) Phantom Stock. The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units
(“Phantom Stock”) in such amounts and on such terms and conditions as it shall determine. Phantom Stock units granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require
a segregation of any of the Company’s assets. An Award of Phantom Stock may be settled in Common Stock, cash or a combination of Common Stock and cash, as determined in the sole discretion of the Administrator. Except as otherwise provided in
the applicable Grant Agreement, the grantee shall not have the rights of a stockholder with respect to any shares of Common Stock represented by a Phantom Stock unit solely as a result of the grant of a Phantom Stock unit to the grantee. 

 
 (e) Performance Awards. The Administrator may, in its discretion,
grant performance awards which become payable on account of attainment of one or more performance goals established by the Administrator. Performance awards may be paid by the delivery of Common Stock, cash or any combination of Common Stock and
cash, as determined in the sole discretion of the Administrator. Performance goals established by the Administrator may be based on Marmot’s or an Affiliate’s operating income or one or more other business criteria selected by the
Administrator that apply to an individual or group of individuals, a business unit, Marmot or an Affiliate as a whole, over such performance period as the Administrator may designate. 
  

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 (f) Other Stock-Based Awards. The Administrator may from time to time grant other stock-based
awards to eligible participants in such amounts, on such terms and conditions and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. Other stock-based awards may be
denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock or in any combination of the foregoing, and may be paid in Common Stock or
other securities, cash or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator. 
  

	7.	Miscellaneous 

  
 (a) Withholding of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the
Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair
Market Value of a share of Common Stock on the applicable date for such purposes. 
  
 (b) Loans. Subject to applicable law, the Company or its Affiliate may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding tax obligations. 
  
 (c) Transferability. Except as otherwise determined by the Administrator, and in any event in the case of an incentive stock option or a SAR
granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the
provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal
representative. 
  
 (d) Adjustments for Corporate Transactions
and Other Events. 
  
 (i) Stock Dividend,
Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under this Plan,
as provided in Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event unless the Board
determines, at the time it approves such stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its discretion, to address the treatment of fractional 
  

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 shares and fractional cents that arise with respect to outstanding Awards as a result of the stock dividend, stock split
or reverse stock split. 
  
 (ii) Non-Change in
Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend,
recapitalization, merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the Administrator, in its discretion and without the consent of the holders of the
Awards, shall make (A) appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in
outstanding Awards, including but not limited to modifying the number, kind and price of securities subject to Awards. 
  
 (iii) Change in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, outstanding
stock options and SAR’s under this Plan will terminate upon the effective time of such Change in Control, unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the substitution
of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, the holders of stock options and SAR’s under the Plan will be permitted, for a period of at least (20) twenty days prior to
the effective time of the Change in Control, to exercise all portions of such Awards that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control; provided, however, that any such exercise
of any portion of such an Award which becomes exercisable as a result of such Change in Control shall be deemed to occur immediately prior to the effective time of such Change in Control. 
  
 (iv) Pooling of Interests Transactions. In connection
with any business combination authorized by the Board, the Administrator, in its sole discretion and without the consent of the holders of the Awards, may make any modifications to any Awards, including but not limited to cancellation, forfeiture,
surrender or other termination of the Awards, in whole or in part, regardless of the vested status of the Award, but solely to the extent necessary to facilitate the compliance of such transaction with requirements for treatment as a pooling of
interests transaction for accounting purposes under generally accepted accounting principles. 
  
 (v) Unusual or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders
of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan. 
  
 (e) Substitution of Awards in Mergers and
Acquisitions. Awards may be granted under the Plan from time to time in substitution for Awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants or directors of
Marmot or an Affiliate as the result of a merger or consolidation of the 

  

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employing entity with Marmot or an Affiliate, or the acquisition by Marmot or an Affiliate of the assets or stock of the employing entity. The terms and
conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for
which they are substituted. 
  
 (f) Other Agreements. As a
condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award, or to the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee’s
successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement, stockholders’ agreement, voting trust agreement or other agreements regarding the Common Stock in such form(s) as the Administrator may
determine from time to time. 
  
 (g) Termination, Amendment and
Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. 
  
 (h) Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to
continue in the service of the Company or Marmot or shall interfere in any way with the right of the Company or Marmot to terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the
failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award and/or (iii) any other adverse effect on the individual’s interests under the Plan. 
  
 (i) Compliance with Securities Laws; Listing and Registration. If at any time the Administrator determines
that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be
suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under federal or state laws. 
  
 The Company may require that a grantee, as a condition to exercise of an
Award, and as a condition to the delivery of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal or state
securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The stock certificates
for any shares of Common Stock issued pursuant to this Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act of
1933, as amended, and applicable state securities laws. 
  
 (j)
No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or Marmot on the one hand, and a grantee or any other person on
the other. To the extent that any grantee or other person acquires a right to receive payments from the Company 

  

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pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company. 
  
 (k) Governing Law. The validity, construction and effect of the Plan,
of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to
have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles. 
  
 (l) Effective Date; Termination Date. The Plan was effective as of
April 14, 2000. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth anniversary of the date this Plan is approved by
the Marmot Mountain, Ltd. stockholders. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance
with the Plan and the terms of such Awards. 
  
 As adopted on April 14, 2000

 As amended by the Board on August 12, 2004 
  

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