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Preview Full Doc	2007	Agreement and Plan of Merger Agreement and Plan of Merger (263K) Doc #2837514: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among JARDEN CORPORATION, K2 MERGER SUB, INC. and K2 INC. Dated as of April 24, 2007 TABLE OF CONTENTS Page I. THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 . . . 2837514	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Agreement and Plan of Merger Agreement and Plan of Merger (263K) Doc #2837516: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among JARDEN CORPORATION, K2 MERGER SUB, INC. and K2 INC. Dated as of April 24, 2007 TABLE OF CONTENTS Page I. THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 . . . 2837516	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Aircraft Lease Agreement Aircraft Lease Agreement (50K) Doc #2710981: Click preview link for longer preview. AIRCRAFT LEASE AGREEMENT AIRCRAFT LEASE AGREEMENT (?Agreement? or ?Lease?) made and dated for reference as of the 17^th day of January 2007, at Carlsbad, California. BETWEEN: Heckmann Enterprises, Inc. LESSOR AND: K2 Inc. LESSEE W I T N E S S E T H: Lessee has requested Lessor to provide, and Lessor is willing to provide the aircraft described in Appendix A annexed hereto for the purpose of leasing the same to Lessee for the Term identified in Section 1. Lessee shall lease the described . . . 2710981	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2006	Conversion Agreement Conversion Agreement (18K) Doc #2629276: Click preview link for longer preview. CONVERSION AGREEMENT This Conversion Agreement (this ï¿½Agreementï¿½) is entered into as of November 1, 2006 by and among K2 Inc., a Delaware corporation (the ï¿½Companyï¿½), and CS Securities (USA) LLC (f/k/a Credit Suisse First Boston LLC, the ï¿½Holderï¿½), as the holder of all of the Companyï¿½s Amended and Restated Convertible Subordinated Debentures issued on or about February 14, 2003 and on or about June 4, 2003 (the ï¿½Debenturesï¿½). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Debentures. RECITALS A. The Company has . . . 2629276	K2 K2 Inc. ( Recreational Products ) ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Conversion Agreement: Credit Suisse First Boston LLC – Conversion Agreement (this Agreement) is entered into as of November 1, 2006 by and among K2 Inc., a Delaware corporation (the Company), and CS Securities (USA) LLC (f/k/a Credit Suisse First Boston LLC , the Holder), as the holder of all of the Companys Amended and Restated Convertible Subordinated Debentures issued on or about February 14, 2003 and on or about June 4, _____________ CREDIT SUISSE FIRST BOSTON LLC – of the date first above written. K2 INC. By: /s/ Monte H. Baier Name: Monte H. Baier Title: Vice President & General Counsel CS SECURITIES (USA) LLC (f/k/a CREDIT SUISSE FIRST BOSTON LLC ) By: /s/ Jeffrey B. Andreski Name: Jeffrey B. Andreski Title: Managing Director NOTICE ADDRESS: Credit Suisse Securities (USA) LLC One Madison Avenue 9th Floor New York, New York 10010- _____________ dt 1646445 ;	Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Conversion Agreement: Gibson, Dunn – The addresses for such communications shall be: If to the Company: K2 Inc. 5818 El Camino Real Carlsbad, CA 92009 Attention: General Counsel Facsimile: (760) 494-1099 With copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 Attention: Bradford P. Weirick, Esq. Facsimile: (213) 229-6765 If to Holder: To the address set forth immediately _____________ dt 1617264
Preview Full Doc	2003	Convertible Subordinated Debenture Convertible Subordinated Debenture (94K) Doc #161281: Click preview link for longer preview. CONVERTIBLE SUBORDINATED DEBENTURE , $ FOR VALUE RECEIVED, K2, INC., a corporation organized under the laws of the State of Delaware (hereinafter called the Borrower), hereby promises to pay to the order of or its registered assigns (the Holder) the sum of Dollars ($ ) on March 3, 2010 (the Maturity Date) and to pay interest on the unpaid principal balance hereof at the rate of seven and one quarter percent (7.25%) per annum from the date hereof (the Issue Date) until the same becomes due and payable (which interest shall accrue on a daily basis), whether on any payment date, maturity or upon conversion, acceleration or otherwise. Any amount of principal of or interest on this Debenture which, to the extent not converted in accordance with the provisions hereof, is not paid when due (after giving effect to any applicable cure periods) shall bear interest at the rate of ten percent (10%) per annum (Default Interest) from the due date thereof, if no cure period is applicable, and otherwise after the lapse of any applicable cure periods until the same is paid. The interest to be paid pursuant to this Debenture shall be calculated based on a 360-day year and shall commence accruing on the Issue Date and shall be payable quarterly. All payments of principal and interest (to the extent not converted into shares of the Borrowers common stock, par value $1.00 per share (Common Stock), in accordance with the terms hereof) shall be made in, and all references herein to monetary denominations shall refer to, lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Debenture. The Maturity Date is subject to extension, at the option of the Holder, as provided in Article IV hereof. This Debenture is being issued by the Borrower pursuant to the Securities Purchase Agreement, dated as of November , 2002, among the Borrower and the persons identified on the signature pages thereof as Buyers (the Purchase Agreement). Each capitalized term used, but not otherwise defined, herein shall have the meaning ascribed thereto in the Purchase Agreement. For purposes hereof, the term Debentures shall be deemed to refer to this Debenture, all other convertible subordinated debentures issued pursuant to the Purchase Agreement and all convertible subordinated debentures issued in replacement hereof or thereof or otherwise with respect hereto or thereto. I. REDEMPTION A. Mandatory Redemption. If any of the following events (each, a Mandatory Redemption Event) shall occur: 1. The Borrower fails to pay the principal hereof or interest thereon or any fee when due on this Debenture (and, in the case of the failure to pay any accrued interest or fee when due, such failure continues for a period of 30 days following the due date thereof), whether at maturity, on the quarterly payment date, upon acceleration or otherwise; 2. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed; 3. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower (and, in the case of any proceeding filed against the Borrower, such proceeding is not dismissed within 60 days of its commencement); 4. (i) The consolidation, merger or other business combination of the Borrower with or into another person (other than a consolidation, merger or other business combination in which holders of the Borrowers voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities), (ii) the sale or transfer of all or substantially all of the Borrowers assets, or (iii) a purchase, tender or exchange offer made to and accepted by the holders of more than 50% of the aggregate voting power of the outstanding Common Stock unless holders of the Borrowers voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity (the occurrence of an event described in the preceding clauses (i), (ii) or (iii), being referred to herein as a Change of Control); 5. The Borrower breaches any covenant contained in Article II.A.2 or Article III hereof or Sections 2(g), 4(c), 4(d), 4(h), 4(i), 4(k) or 5 of the Purchase Agreement or Section 2(a) of the Registration Rights Agreement or the registration statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement has not been declared effective by the date that is 270 days following the Closing Date and any such breach continues uncured for a period of thirty (30) days after written notice thereof to the Borrower from any holder of Debentures; or 161281	K2 K2 Inc. ( Recreational Products ) ; Akerman Akerman Senterfitt ( Legal ) As referenced in this Convertible Subordinated Debenture: akerman senterfitt – in accordance with the terms hereof. With copy to: Martin T. Schrier, Esq. Akerman Senterfitt One Southeast Third Avenue Miami, Florida 33131 Facsimile: (305) 374-5095 C. Amendment dt 2768 ;	Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Convertible Subordinated Debenture: Gibson, Dunn – Los Angeles, California 90040 Attention: Chief Financial Officer Facsimile: (323) 724-0470 With copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 Attention: Andy Bogen, dt 36872
Full Doc	2001	Employment Agreement Employment Agreement (1K) Doc #862472: This document is immediately available for purchase, but does not have a preview available for viewing. 862472	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Employment Agreement Employment Agreement (30K) Doc #2699459: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the *ï¿½Agreementï¿½) is dated as of February 12, 2007 (the ï¿½Effective Dateï¿½), by and between K2 Inc. (the ï¿½Companyï¿½) and Richard J. Heckmann (the ï¿½Executiveï¿½). The Company and the Executive are hereinafter collectively referred to as the ï¿½Parties,ï¿½* and individually referred to as a *ï¿½Party*.ï¿½ RECITALS** A. Executive has been Chief Executive Officer of the Company since October 2002 and Chairman of the Board of Directors of the Company since April 2000. B. The Company and Executive entered into an employment agreement on February 14, . . . 2699459	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Employment Agreement Employment Agreement (30K) Doc #2699460: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the *ï¿½Agreementï¿½) is dated February 12, 2007 (the ï¿½Effective Dateï¿½), by and between K2 Inc. (the ï¿½Companyï¿½) and J. Wayne Merck (the ï¿½Executiveï¿½). The Company and the Executive are hereinafter collectively referred to as the ï¿½Parties,ï¿½* and individually referred to as a *ï¿½Party*.ï¿½ RECITALS A. Executive has been President and Chief Operating Officer of the Company since November 2003. B. The Company and Executive entered into an employment agreement on February 14, 2005 (the ï¿½Former Contract**ï¿½). C. The Company and Executive desire to . . . 2699460	K2 K2 Inc. ( Recreational Products )
Full Doc	2007	Lease Agreement Lease Agreement (19K) Doc #3190497: This document is immediately available for purchase, but does not have a preview available for viewing. 3190497	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Stock Transfer Agreement Stock Transfer Agreement (16K) Doc #2791105: Click preview link for longer preview. STOCK TRANSFER AGREEMENT THIS STOCK TRANSFER AGREEMENT (this ï¿½Agreementï¿½), is entered into as of April 2, 2007 (the ï¿½Agreement Dateï¿½ ), by and among David R. Jaffe (ï¿½DJï¿½), Elise Jaffe (ï¿½EJï¿½) and Richard Jaffe (ï¿½RJï¿½). Each of DJ, EJ and RJ are herein sometimes referred to as a ï¿½Partyï¿½, and, collectively as the ï¿½Parties.ï¿½ WITNESSETH: WHEREAS, each Party owns the number of shares of common stock, par value $.05 per share, of The Dress Barn, Inc., a Connecticut corporation, set forth opposite such Partyï¿½s name on Schedule A hereto; and WHEREAS, the . . . 2791105	K2 K2 Inc. ( Recreational Products ) ;	Dress Barn Dress Barn, Inc. ( Apparel ) As referenced in this Stock Transfer Agreement: Dress Barn, Inc – sometimes referred to as a Party, and, collectively as the Parties. WITNESSETH: WHEREAS, each Party owns the number of shares of common stock, par value $.05 per share, of The Dress Barn, Inc ., a Connecticut corporation, set forth opposite such Partys name on Schedule A hereto; and WHEREAS, the Parties have agreed that it would be to their respective welfare and advantage _____________ Dress Barn, Inc – the following meanings: A. Business Day shall mean any day on which the New York Stock Exchange (or any successor thereto) is open for ordinary business. B. Company means The Dress Barn, Inc ., a Connecticut corporation. C. DJ Acceptance has the meaning ascribed thereto in Section 4 hereof. D. Market Price of a Share means with respect to (i) any Offered Shares _____________ dt 1710297
Preview Full Doc	2007	Voting Agreement Voting Agreement (25K) Doc #2837515: Click preview link for longer preview. EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT, dated as of April 24, 2007 (this ï¿½Agreementï¿½), by and among Jarden Corporation, a Delaware corporation (ï¿½Parentï¿½), and the Stockholders of K2 Inc., a Delaware corporation (the ï¿½Companyï¿½), whose names appear on Schedule I attached hereto (collectively, the ï¿½Stockholdersï¿½). W I T N E S S E T H: WHEREAS, contemporaneously with the execution and delivery of this Agreement, Parent, K2 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (ï¿½Merger Subï¿½), and the Company are entering into an Agreement . . . 2837515	K2 K2 Inc. ( Recreational Products )
Preview Full Doc	2007	Voting Agreement Voting Agreement (25K) Doc #2837518: Click preview link for longer preview. EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT, dated as of April 24, 2007 (this ï¿½Agreementï¿½), by and among Jarden Corporation, a Delaware corporation (ï¿½Parentï¿½), and the Stockholders of K2 Inc., a Delaware corporation (the ï¿½Companyï¿½), whose names appear on Schedule I attached hereto (collectively, the ï¿½Stockholdersï¿½). W I T N E S S E T H: WHEREAS, contemporaneously with the execution and delivery of this Agreement, Parent, K2 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (ï¿½Merger Subï¿½), and the Company are entering into an Agreement . . . 2837518	K2 K2 Inc. ( Recreational Products )

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