RECITALSExchange Agreement • November 4th, 2003 • Brass Eagle Inc • Retail-retail stores, nec • Delaware
R E C I T A L S ---------------Non-Competition Agreement • November 4th, 2003 • Brass Eagle Inc • Retail-retail stores, nec • Delaware
RECITALSNon-Competition Agreement • November 4th, 2003 • Brass Eagle Inc • Retail-retail stores, nec • Delaware
Dear Stockholders:Merger Agreement • November 4th, 2003 • Brass Eagle Inc • Retail-retail stores, nec
We are pleased to inform you that, on October 22, 2003, Brass Eagle Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with K2 Inc. (“K2”) and Cabe Acquisition Sub, Inc. (“Acquisition Sub”), a newly formed corporation and wholly owned subsidiary of K2. Pursuant to the Merger Agreement, K2 has commenced an offer to acquire each issued and outstanding share of common stock, $0.01 par value, of the Company (the “Shares”) in exchange for 0.6036 of a share of common stock, par value $1.00 per share, of K2 (including the associated preferred share purchase rights). If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into the Company, with the Company surviving the merger and all of our Shares then-outstanding (other than Shares held by K2, Acquisition Sub or the Company or stockholders who properly exercise appraisal rights, if any, under Delaware law) being cancelled and converted into the right t
BRASS EAGLE INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 4th, 2003 • Brass Eagle Inc • Retail-retail stores, nec
