S-8

As filed with the Securities and Exchange Commission on June 28, 2005

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

AND

POST-EFFECTIVE AMENDMENT NO. 2 TO

REGISTRATION STATEMENTS

NO. 333-104495 AND NO. 333-104492

AND

POST-EFFECTIVE AMENDMENT NO. 1 TO

REGISTRATION STATEMENTS

NO. 333-102590, NO. 333-111549, NO. 333-112522 AND NO. 333-118364

UNDER

THE SECURITIES ACT OF 1933

K2 INC.

(Exact name of registrant as specified in its charter)

Delaware	95-2077125
(State of Incorporation)	(I.R.S. Employer Identification No.)

5818 El Camino Real

Carlsbad, CA 92008

(Address of principal executive offices)

K2 Inc. 2005 Long-Term Incentive Plan

(Full title of the plan)

Monte H. Baier

Vice President, General Counsel and Secretary

K2 Inc.

5818 El Camino Real

Carlsbad, California 92008

(760) 494-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share		Proposed Maximum Aggregate Offering Price (3)		Amount of RegistrationFee(3)(5)
Common Stock, par value $1.00 per share to be issued under the K2 Inc. 2005 Long-Term Incentive Plan (1)(2)	1,059,012	(4)	$	11.42	$	12,097,457.45	$	1,253.25

(1) This registration statement is (a) a new registration statement; (b) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-104495) as filed with the Securities and Exchange Commission (the “Commission”) on April 11, 2003 (the “Rawlings LTIP Registration Statement”); (c) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-104492) as filed with the Commission on April 11, 2003 (the “Rawlings Non-Employee Directors Registration Statement”); (d) Post-Effective Amendment No. 2 to the registrant’s registration statement on Form S-4 on Form S-8 (File No. 333-102590) as filed with the Commission on June 12, 2003 (the “Assumed Option Rawlings Registration Statement”, and collectively with the Rawlings LTIP Registration Statement and the Rawlings Non-Employee Directors Registration Statement, the “Rawlings Registration Statements”); (e) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-111549) as filed with the Commission on December 24, 2003 (the “Brass Eagle Registration Statement”); (f) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-112522) as filed with the Commission on February 5, 2004 (the “Fotoball Registration Statement”); and (g) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-118364) as filed with the Commission on August 19, 2004 (the “Marmot Registration Statement” and, collectively with the Rawlings Registration Statements, the Brass Eagle Registration Statement, the Fotoball Registration Statement and the Marmot Registration Statement, the “Registration Statements”). The offer and sale of 1,059,012 shares registered hereby were previously registered for sale under (a) the Rawlings Sporting Goods Company, Inc. 1994 Long-Term Incentive Plan (the “Rawlings LTIP Plan”) pursuant to the Rawlings LTIP Registration Statement, (b) the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors’ Stock Plan (the “Rawlings Non-Employee Director Plan”) under the Rawlings Non-Employee Directors Registration Statement, (c) the Brass Eagle, Inc. 1997 Stock Option Plan (the “Brass Eagle Plan”) pursuant to the Brass Eagle Registration Statement, (d) the Fotoball USA Inc. 1998 Stock Option Plan (the “Fotoball Plan”) pursuant to the Fotoball Registration Statement and (e) the Marmot Mountain, Ltd. 2000 Stock Incentive Plan (the “Marmot Plan”) (the Rawlings LTIP Plan, the Rawlings Non-Employee Directors Plan, the Brass Eagle Plan, the Fotoball Plan and the Marmot Plan are collectively referred herein as the “Plans”) pursuant to the Marmot Registration Statement. The shares described above have been previously registered and the registration fees for those shares paid as part of the registration fees paid with respect to the Registration Statements are carried over to this registration statement in accordance with the principles set forth in Instruction E to Form S-8 and Interpretation 89 under Section G, “Securities Act Forms” of the Manual Publicly Available Telephone Interpretations of the Division of Corporations Finance and the Securities and Exchange Commission (as supplemented through September 2004) (the “Instruction and Interpretation”).

(2) Includes associated preferred share rights to purchase shares of the Registrant’s common stock pursuant to the Registrant’s shareholder rights plan, which rights are not separable from the shares of common stock and are not currently exercisable.

(3) The proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee shown are a combination of the respective amounts used in calculating the registration fee carried over from the Registration Statements:

Registration Statement	Total Shares Originally Registered	Number of Shares Carried Over	Proposed Maximum Offering Price per Share(A)			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
No. 333-102590	424,933	253,824	$	8.31		$	2,109,277.44	$	N/A
No. 333-104495	116,098	116,098		8.31			964,774.38		78.05
No. 333-104492	130,560	122,460		8.31			1,017,642.60		87.77
No. 333-111549	368,295	335,214		13.99			4,689,643.86		416.83
No. 333-112522	162,584	81,621		16.77			1,368,784.17		345.45
No. 333-118364	197,409	149,795		13.00			1,947,335.00		325.15
Total	1,399,879	1,059,012		11.42	(B)		12,097,457.45		1,253.25

(A) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457 (c) and the third sentence of Rule 457(h)(1) based upon the average of the high and low price of the common shares of beneficial shares of K2 Inc. as reported on with respect to the shares carried over from (i) the Rawlings LTIP Registration Statement on April 11, 2003; (ii) the Rawlings Non-Employee Directors Registration Statement on April 11, 2003; (iii) the Assumed Options Rawlings Registration Statement on June 12, 2003; (iv) the Brass Eagle Registration Statement on December 24, 2003; (v) the Fotoball Registration Statement on February 5, 2004; and (vi) the Marmot Registration Statement on August 19, 2004.

(B) Weighted average offering price per share based on the number of shares carried over.

(4) This registration statement shall also cover any of the registrant’s common shares that become issuable under the Registrant’s K2 Inc. 2005 Long-Term Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding common shares.

(5) As described in notes 1 and 2 above, $1,253.25 of the registration fee was previously paid with the Registration Statements. No additional filing fee is due under this registration statement.

TABLE OF CONTENTS

EXHIBIT 4.1

EXHIBIT 4.2

EXHIBIT 5.1

EXHIBIT 23.1

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

K2 Inc. (“K2”) has filed this registration statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of 1,059,012 common shares, par value $1.00 per share, of beneficial interest in K2 pursuant to its K2 Inc. 2005 Long-Term Incentive Plan. This registration statement is (a) a new registration statement; (b) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-104495) as filed with the Securities and Exchange Commission (the “Commission”) on April 11, 2003 (the “Rawlings LTIP Registration Statement”); (c) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-104492), as filed with the Commission on April 11, 2003 (the “Rawlings Non-Employee Directors Registration Statement”); (d) Post-Effective Amendment No. 2 to the registrant’s registration statement on Form S-4 on Form S-8 (File No. 333-102590) as filed with the Commission on June 12, 2003 (the “Assumed Option Rawlings Registration Statement”, and collectively with the Rawlings LTIP Registration Statement and the Rawlings Non-Employee Directors Registration Statement, the “Rawlings Registration Statements”); (e) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-111549) as filed with the Commission on December 24, 2003 (the “Brass Eagle Registration Statement”); (f) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-112522) as filed with the Commission on February 5, 2004 (the “Fotoball Registration Statement”); and (g) Post-Effective Amendment No. 1 to the registrant’s registration statement on Form S-8 (File No. 333-118364) as filed with the Commission on August 19, 2004 (the “Marmot Registration Statement” and, collectively with the Rawlings Registration Statements, the Brass Eagle Registration Statement, the Fotoball Registration Statement and the Marmot Registration Statement are collectively referred herein as the “Registration Statements”). The offer and sale of 1,059,012 shares registered hereby were previously registered for sale under (a) the Rawlings Sporting Goods Company, Inc. 1994 Incentive Plan pursuant to the Rawlings LTIP Registration Statement, (b) the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors’ Stock Plan under the Rawlings Non-Employee Directors Registration Statement, (c) the Brass Eagle, Inc. 1997 Stock Option Plan pursuant to the Brass Eagle Registration Statement, (d) the Fotoball USA Inc. 1998 Stock Option Plan pursuant to the Fotoball Registration Statement and (e) the Marmot Mountain, Ltd. 2000 Stock Incentive Plan pursuant to the Marmot Registration Statement.

The K2 Inc. 2005 Long-Term Incentive Plan was approved and adopted by the Compensation Committee of the Board of Directors of K2 as of April 28, 2005 to supersede and replace the Plans. K2 desires to have the common shares registered hereunder and issuable pursuant to the K2 Inc. 2005 Long-Term Incentive Plan to include those common shares described above whose offer and sale were registered under the Registration Statements and are carried over to this registration statement. Following the filing of this registration statement, the shares carried over from the Registration Statements are no longer available for new awards under the Plans.

Consequently, in accordance with the Instruction and Interpretation: (a) K2 Inc. is carrying over from the Registration Statements and registering the offer and sale of 1,059,012 common shares, par value $1.00 per share, under the K2 Inc. 2005 Long-Term Incentive Plan pursuant to this registration statement; (b) $1,253.25 of the registration fee allocable to the shares carried over from the Registration Statements and paid in connection with the Registration Statements is carried over in this registration statement; and (c) the Registration Statements are being amended on a post-effective basis to describe the replacement of the Plans pursuant to this registration statement by the K2 Inc. 2005 Long-Term Incentive Plan.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated herein by reference, and made a part hereof:

• The Registrant’s Annual Report on Form 10-K for the period ended December 31, 2004;

• The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2005;

• The Registrant’s Current Reports on Form 8-K or Form 8-K/A, as the case may be, filed with the Commission on January 21, 2005, February 17, 2005, May 13, 2005, May 13, 2005 and May 24, 2005;

• The description of Registrant common stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 21, 1989, as amended, the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 9, 1999, and the Registrant’s Registration Statement on Form S-4, filed with the Commission on February 25, 2003, including any amendment or report filed for the purpose of updating such description; and

• The description of the Preferred Stock Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 9, 1999, including any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, referred to herein as the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is so qualified in its entirety by the information appearing in the documents incorporated by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102(b)(7) of the Delaware General Corporation Law, as amended, allows a corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of Delaware General Corporation Law or (d) obtained an improper personal benefit from a transaction.

Section 145 of the Delaware General Corporate Law permits a corporation to indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending or completed third party proceeding, other than an action by or in the right of the Registrant, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, the corporation is permitted to indemnify any of its directors or officers against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that the corporation shall not indemnify such person if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The rights granted under this section of the Delaware General Corporate Law are not exclusive of any other rights to which such person is entitled. The corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against or incurred by such persons in any capacity as or arising out of such persons’ status as a director, officer, employee or agent of the corporation.

Section 174 of the Delaware General Corporation Law provides, among other things, that all directors who willfully or negligently approve an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for the full amount paid out in connection with these actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to these actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts. Any director against whom a claim is successfully asserted may recover contribution from any other directors who voted or concurred in the unlawful action.

Article 17 of the Registrant’s Restated Certificate of Incorporation, as amended, includes a provision eliminating the personal liability of its officers and directors for monetary damages for breach of fiduciary duty as a director to the fullest extent authorized by, and subject to the limitations expressed in Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, Article 18 of the Restated Certificate provides that: (a) the Registrant is required to indemnify its directors, officers and persons serving at the request of the Registrant as a director, officer, employee or agent of another corporation or business entity, to the fullest extent permitted by Delaware law; (b) the Registrant may indemnify employees and agents of the Registrant with the same scope and effect as the indemnification provided to officers and directors; (c) the Registrant will advance amounts as required by law after the director or officer delivers to the Registrant an undertaking to repay all amounts advanced if it is determined that the director or officer is not entitled to indemnification; (d) the director or officer may bring suit against the Registrant to recover an amount if the director or officer was successful in whole or in part and the Registrant has not paid the director or officer within thirty days of receipt of the director or officer’s claim for payment; (e) the rights conferred in the Restated Certificate are not exclusive of any other right which the director or officer may have, or thereafter acquire under any statute, provision of the Restated Certificate, bylaw, agreement or otherwise; and (f) the Registrant may maintain director and officer liability insurance at its own expense. As permitted by the Restated Certificate, the Registrant maintains such insurance at the Registrant’s expense to protect its directors and officers. The Registrant has also entered into customary indemnification agreements with each of its directors.

Pursuant to indemnification agreements entered into with its directors and certain of its executive officers, the Registrant has agreed to indemnify such officers and directors to the fullest extent permitted by applicable law, and to advance reasonable expenses, if any of them becomes a party to, or witness or other participant in, any threatened, pending or completed action, suit or proceeding, by reason of any occurrence related to (a) the fact that the person is or was a director, officer or agent of the Registrant, or while a director, officer or agent, is or was serving at the request of the Registrant as a director, officer, employee, trustee, agent, limited partner, member or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the Registrant (including any corporation acquired by the Registrant) or of another enterprise at the request of such predecessor corporation or (b) anything done or not done by such person in any such capacity, whether or not the basis of the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Registrant, as described above, each upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified by the Registrant.

The Registrant’s officers and directors are covered by insurance (with certain exceptions and limitations) that indemnifies them against losses for which the Registrant grants them indemnification and for which they become legally obligated to pay on account of claims made against them for wrongful acts committed before or during the policy period.

EXHIBITS

Exhibit Number	Description
4.1	K2 Inc. 2005 Long-Term Incentive Plan
4.2	Agreements used in connection with grants to employees and non-employee directors under the K2 Inc. 2005 Long-Term Incentive Plan
5.1	Opinion of Monte H. Baier, Vice President, General Counsel and Secretary to K2 Inc.
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Monte H. Baier, Vice President, General Counsel and Secretary to K2 Inc., is contained in Exhibit 5.1 to this Registration Statement
24.1	Power of Attorney is contained on the signature pages

UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on June 28, 2005.

K2 INC.
By:	/S/    RICHARD J. HECKMANN
	Richard J. Heckmann
	Chief Executive Officer,
	Director and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Richard J. Heckmann, Dudley W. Mendenhall and Monte H. Baier, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional shares of common stock, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated below and on the dates indicated.

Signature	Title	Date
/S/    RICHARD J. HECKMANN         Richard J. Heckmann	Chief Executive Officer, Director and Chairman of the Board (Principal Executive Officer)	June 28, 2005
/S/    DUDLEY W. MENDENHALL         Dudley W. Mendenhall	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	June 28, 2005
/S/    WILFORD D. GODBOLD, JR.         Wilford D. Godbold, Jr.	Director	June 28, 2005
/S/    ROBIN E. HERNREICH         Robin E. Hernreich	Director	June 28, 2005
/S/    LOU L. HOLTZ         Lou L. Holtz	Director	June 28, 2005
/S/    STEWART M. KASEN         Stewart M. Kasen	Director	June 28, 2005
/S/    ANN MEYERS         Ann Meyers	Director	June 28, 2005
/S/    ALFRED E. OSBORNE, JR.         Alfred E. Osborne, Jr.	Director	June 28, 2005
/S/    DAN QUAYLE         Dan Quayle	Director	June 28, 2005
/S/    EDWARD F. RYAN         Edward F. Ryan	Director	June 28, 2005

EXHIBIT INDEX

Exhibit Number	Description
4.1	K2 Inc. 2005 Long-Term Incentive Plan
4.2	Agreements used in connection with grants to employees and non-employee directors under the K2 Inc. 2005 Long-Term Incentive Plan
5.1	Opinion of Monte H. Baier, Vice President, General Counsel and Secretary to K2 Inc.
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Monte H. Baier, Vice President, General Counsel and Secretary to K2 Inc., is contained in Exhibit 5.1 to this Registration Statement
24.1	Power of Attorney is contained on the signature pages

EX-4.1

EXHIBIT 4.1

2005 Long-Term Incentive Plan

K2 Inc.

As Adopted by the Compensation Committee as of April 28, 2005

(Stockholder Approval Not Required)

CONTENTS

		Page
SECTION 1.	PURPOSE; DEFINITIONS	1
SECTION 2.	ADMINISTRATION	3
SECTION 3.	STOCK SUBJECT TO PLAN	4
SECTION 4.	ELIGIBILITY	5
SECTION 5.	STOCK OPTIONS	5
SECTION 6.	STOCK APPRECIATION RIGHTS	7
SECTION 7.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS	8
SECTION 8.	OTHER STOCK-BASED AWARDS	10
SECTION 9.	CHANGE OF CONTROL PROVISIONS	11
SECTION 10.	AMENDMENTS AND TERMINATION	12
SECTION 11.	UNFUNDED STATUS OF PLAN	13
SECTION 12.	GENERAL PROVISIONS	13
SECTION 13.	TERM OF PLAN	14

K2 Inc.

2005 Long-Term Incentive Plan

Section 1. Purpose; Definitions

The purpose of the K2 Inc. 2005 Long-Term Incentive Plan (the “Plan”) is to enable K2 Inc. (the “Company”) to attract, retain, and reward non-employee directors, officers, managers, and key employees of the Company and its Subsidiaries, and motivate such persons to exert their best efforts on behalf of the Company and its Subsidiaries.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Acquired Plans” means the Rawlings Sporting Goods Company, Inc. 1994 Long-Term Incentive Plan (the “Rawlings 1994 LTIP”), the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee Directors’ Stock Plan (the “Rawlings Directors’ Plan”), the Brass Eagle, Inc. 1997 Stock Option Plan (the “Brass Eagle Option Plan”), the Fotoball USA Inc. 1998 Stock Option Plan (the “Fotoball Option Plan”), and the Marmot Mountain, Ltd. 2000 Stock Incentive Plan (the “Marmot Stock Plan”), each of which is terminated concurrently with the adoption of this Plan.

(b) “Award” means an award under the Plan of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Other Stock-Based Awards.

(c) “Board” means the Board of Directors of the Company.

(d) “Book Value” means, as of any given date, on a per share basis (a) the Stockholders’ Equity in the Company as of the end of the immediately preceding fiscal year as reflected in the Company’s consolidated balance sheet, subject to such adjustments as the Committee shall specify at or after grant, divided by (b) the number of then outstanding shares of Stock as of such year-end date (as adjusted by the Committee for subsequent events).

(e) “Cause” means, but is not limited to, any of the following actions: theft, dishonesty or fraud, insubordination, persistent inattention to duties or excessive absenteeism, violation of the Company’s work rules, code of conduct or policies or state or federal law, or any conduct which would disqualify the participant from entitlement to unemployment benefits. The determination of whether Cause exists shall be made in the Company’s sole discretion.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(g) “Committee” means the Committee referred to in Section 2 of the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the Board.

(h) “Company” means K2 Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(i) “Disability” means disability as determined under procedures established by the Committee for purposes of this Plan.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(k) “Fair Market Value” means, as of any given date, unless otherwise determined by the Committee in good faith, the mean between the highest and lowest quoted selling price, regular way, of the Stock on the New York Stock Exchange or, if no such sale of Stock occurs on the New York Stock Exchange on such date, the fair market value of the Stock as determined by the Committee in good faith.

(l) “Incentive Stock Option” means any Stock Option intended to be and designated as an incentive Stock Option” within the meaning of Section 422 of the Code.

(m) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(n) “Other Stock-Based Award” means an award under Section 8 below that is valued in whole or in part by reference to, or is otherwise based on, Stock.

(o) “Person” means “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act but excluding the Company and Subsidiary and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee).

(p) “Plan” means K2 Inc.’s 2005 Long-Term Incentive Plan, as hereinafter amended from time to time.

(q) “Restricted Stock” means an award of shares of Stock that is subject to restrictions under Section 7 below.

(r) “Restricted Stock Unit” means a fixed or variable right to acquire Stock, which may or may not be subject to restriction, contingently awarded under Section 7 of the Plan.

(s) “Stock” means the Common Stock, $1.00 par value per share, of the Company.

(t) “Stock Appreciation Right” means the right to participate in an increase in the value of a share of Stock pursuant to an award granted under Section 6.

(u) “Stock Option” or “Option” means any option to purchase shares of Stock (including Restricted Stock, if the Committee so determines) granted pursuant to Section 5 below.

(v) “Subsidiary” means a corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain, or otherwise controls one of the other corporations in the chain.

Section 2. Administration

The Plan shall be administered by a committee of not less than two members of the Board, who shall be appointed by, and serve at the pleasure of, the Board. In selecting the members of the Committee, the Board shall take into account the requirements for the members of the Committee to be treated as “Non-Employee Directors” for purposes of Rule 16b-3, as promulgated under Section 16 of the Exchange Act. The functions of the Committee specified in the Plan shall be exercised by the Board, if and to the extent that no Committee exists which has the authority to so administer the Plan or to the extent that the Committee is not comprised solely of Non-Employee Directors for purposes of Rule 16b-3, as promulgated under Section 16 of the Exchange Act.

The Committee shall have full authority to grant, pursuant to the terms of the Plan, to non-employee directors, officers, managers, and key employees, eligible under Section 4: (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock and Restricted Stock Units; and/or (iv) Other Stock-Based Awards.

In particular the Committee shall have the authority:

(i) To select the non-employee directors, officers, managers, and key employees of the Company and its Subsidiaries to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Other Stock-Based Awards may from time to time be granted hereunder;

(ii) To establish subplans or other arrangements not inconsistent with the Plan which the Committee deems necessary or advisable to comply with laws or requirements of foreign jurisdictions;

(iii) To determine whether and to what extent Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Other Stock Based Awards or any combination thereof, are to be granted hereunder to one or more eligible employees and non-employee directors;

(iv) Subject to the provisions of Sections 3 and 5, to determine the number of shares to be covered by each such award granted hereunder;

(v) To determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, the share price and any restriction or limitation, or, subject to the minimum vesting requirements in the Plan, any vesting acceleration or waiver of forfeiture restrictions regarding any Stock Option or other award and/or the shares of Stock relating thereto, based in each case on such factors as the Committee shall determine in its sole discretion);

(vi) To determine whether and under what circumstances an award of Restricted Stock or Restricted Stock Units may be settled in cash;

(vii) To determine whether, to what extent and under what circumstances Option grants and/or other awards under the Plan made by the Company are to be made, and operate, on a tandem basis vis-à-vis other awards under the Plan and/or cash awards made outside of the Plan, or on an additive basis;

(viii) To determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an award under this Plan shall be deferred either automatically or at the election of the participant (including providing for and determining the amount (if any) of any deemed earnings on any deferred amount during any deferral period); and

(ix) To designate officers or employees of the Company or competent professional advisors to assist the Committee in the administration of the Plan, and to grant authority to such persons to execute agreements or other documents on its behalf.

The Committee shall have the authority to adopt, alter, and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable to interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto), and to otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final, conclusive and binding on all persons, including the Company and Plan participants.

Section 3. Stock Subject to Plan

The total number of shares of Stock reserved and available for distribution under the Plan shall be 1,059,012 shares, which shall consist of 369,922 shares of Stock acquired pursuant to the merger with Rawlings Sporting Goods Company, Inc. (“Rawlings”) from the Rawlings 1994 LTIP and 122,460 shares of Stock acquired from the Rawlings Directors’ Plan, 335,214 shares of Stock acquired pursuant to the merger with Brass Eagle, Inc. (“Brass Eagle”) from the Brass Eagle Option Plan, 81,621 shares of Stock acquired pursuant to the merger with Fotoball USA Inc. (“Fotoball”) from the Fotoball Option Plan, and 149,795 shares of Stock acquired pursuant to the merger with Marmot Mountain, Ltd. (“Marmot”) from the Marmot Stock Plan; provided however, that such share reserve shall be increased from time to time by a number of shares equal to the number of shares of Stock that (i) immediately following the adoption of this Plan were issuable pursuant to outstanding options under the Acquired Plans that were assumed pursuant to the merger agreements with Rawlings, Fotoball, Marmot and Brass Eagle and (ii) but for the termination of the Acquired Plans would otherwise have reverted to the share reserve of such Acquired Plans pursuant to the provisions thereof.

The Company may grant stock awards other than Options only to the extent that the share reserves of the Acquired Plans permitted such other stock awards, subject to adjustment pursuant to this Section 3 below.

If any shares of Stock that have been optioned cease to be subject to a Stock Option, or if any such shares of Stock that are subject to any Restricted Stock or Restricted Stock Units award or Other Stock-Based Award granted hereunder are forfeited or any such award otherwise terminates without a payment being made to the participant in the form of Stock, such shares shall not be counted against the share limits set forth in this Section 3 and shall again be available for distribution in connection with future awards under the Plan.

Except as provided in Section 9, in the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, large non-recurring cash dividend (as determined by the Committee), Stock split or other change in corporate structure affecting the Stock, such substitution or adjustment shall be made in the aggregate number of shares subject to, and reserved for issuance under, the Plan (including any limitations contained in this Section 3), in the number and option price of shares subject to outstanding Options granted under the Plan, and in the number of shares subject to other outstanding Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares as so adjusted shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right.

Section 4. Eligibility

Non-employee directors, officers, managers, and other key employees of the Company and its Subsidiaries who are responsible for or contribute to the management, growth and/or profitability of the business of the Company and/or its Subsidiaries are eligible to be granted awards under the Plan. Notwithstanding the foregoing, as provided in Section 303A(8) of the New York Stock Exchange’s Listed Company Manual, (i) shares of Stock under the Rawlings 1994 LTIP or the Rawlings Directors’ Plan may not be used for Awards to individuals who were employed, immediately before the merger with Rawlings, by the Company, (ii) shares of Stock under the Brass Eagle Option Plan may not be used for Awards to individuals who were employed, immediately before the merger with Brass Eagle, by the Company, (iii) shares of Stock under the Fotoball Option Plan may not be used for Awards to individuals who were employed, immediately before the merger with Fotoball, by the Company, and (iv) shares of Stock under the Marmot Stock Plan may not be used for Awards to individuals who were employed, immediately before the merger with Marmot, by the Company.

Section 5. Stock Options

Stock Options may be granted alone, in addition to or in tandem with other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

Stock Options granted under the Plan may be Nonqualified Stock Options only.

The Committee shall have the authority to grant to any optionee Nonqualified Stock Options only (with or without Stock Appreciation Rights).

Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock at grant, provided however, that the exercise price per share of Stock purchasable under a Stock Option that is granted in connection with a merger, stock exchange, or other acquisition as a substitute or replacement award for options held by optionees of the acquired entity may be less than one hundred percent (100%) of the Fair Market Value of the Stock at the time of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted.

(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at or after grant; provided, that except in the case of an Award issued in connection with the start of employment or service with the Company or its Subsidiaries, or under such other circumstances as are deemed appropriate by the Committee, Stock Options shall not be exercisable prior to the first anniversary of grant. If the Committee provides, in its sole discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time at or after grant in whole or in part, based on such factors as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise provisions apply under Section 5(c), Stock Options may be exercised upon vesting in whole or in part at any time during the option period, by giving written notice of exercise to the Company, or its designated representative, specifying the number of shares to be purchased.

Such notice shall be accompanied by payment in full of the purchase price, either by check, note or such other instrument as the Committee may accept. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee or in any other manner approved by the Committee.

No shares of Stock shall be issued until full payment therefore has been made. An optionee shall generally have the rights to dividends or other rights of a shareholder with respect to the shares subject to the Option when the optionee has given written notice of exercise, has paid in full for such shares.

(e) Transferability of Options. Unless the Committee shall permit (on such terms and conditions as it shall establish) an Option to be transferred to a

member of the participant’s immediate family or to a trust or similar vehicle for the benefit of such immediate family members, no Option shall be assignable or transferable except by will or the laws of descent and distribution, and except to the extent required by law, no right or interest of any participants shall be subject to any lien, obligation or liability of the participant.

(f) Termination by Death. If an optionee’s employment by or service with the Company and any Subsidiary terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised in accordance with the terms and conditions established by the Committee.

(g) Termination by Reason of Disability. If an optionee’s employment by or service with the Company and any Subsidiary terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee in accordance with the terms and conditions established by the Committee.

(h) Termination for Cause. If an optionee’s employment by the Company and any Subsidiary is terminated for Cause, the Stock Option shall thereupon terminate, whether or not exercisable at that time.

(i) Other Termination. Unless otherwise determined by the Committee, if an optionee’s employment by or service with the Company and any Subsidiary terminates for any reason other than death or Disability, the Stock Option shall thereupon terminate.

Section 6. Stock Appreciation Rights

(a) Grant and Exercise. Stock Appreciation Rights may be granted alone or in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Nonqualified Stock Option, such rights may be granted either at or after the time of the grant of such Stock Option.

The term of each Stock Appreciation Right granted independent of a Stock Option shall be fixed by the Committee, but no Stock Appreciation Right shall be exercisable more than ten (10) years after the date the Stock Appreciation Right is granted. A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, subject to such provisions as the Committee may specify at grant where a Stock Appreciation Right is granted with respect to less than the full number of shares covered by a related Stock Option.

A Stock Appreciation Right may be exercised by an optionee, subject to Section 6(b), in accordance with the procedures established by the Committee for such purposes. Upon such exercise, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options relating to exercised Stock Appreciation Rights shall no longer be exercisable to the extent that the related Stock Appreciation Rights have been exercised.

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(i) Stock Appreciation Rights shall be exercisable at such time or times as shall be determined by the Committee at or after grant; provided, however, that Stock Appreciation Rights shall be subject to the same terms and conditions applicable to Stock Options set forth in Section 5. Stock Appreciation Rights granted in conjunction with Stock Options shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan.

(ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash and/or shares of Stock equal in value to the excess of the Fair Market Value on the date of exercise of one share of Stock over the exercise price per share determined by the Committee at the time of grant multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. When payment is to be made in shares, the amount and/or number of shares to be paid shall be calculated on the basis of the Fair Market Value of the shares on the date of exercise.

(iii) Upon the exercise of a Stock Appreciation Right granted in conjunction with a Stock Option under the Plan, the number of shares issued under such Stock Appreciation Right based on the value of the Stock Appreciation Right at the time of exercise shall be deemed to be issued for purposes of the share authorization set forth in Section 3 of the Plan.

Section 7. Restricted Stock and Restricted Stock Units

(a) Administration. Subject to the limitations set forth in Section 3, shares of Restricted Stock and/or Restricted Stock Units may be issued either alone or, in addition to, or in tandem with, other awards granted under the Plan and/or awards made outside of the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock and/or Restricted Stock Units will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient of Restricted Stock and/or Restricted Stock Units (subject to Section 7(b)), the time or times within which such awards may be subject to forfeiture, and all other terms and conditions of the awards.

The Committee may condition the grant of Restricted Stock and Restricted Stock Units upon the attainment of specified performance goals or such other factors as the Committee may determine, in its sole discretion.

The provisions of Restricted Stock and Restricted Stock Unit awards need not be the same with respect to each recipient.

(b) Awards and Certificates. The prospective recipient of a Restricted Stock or Restricted Stock Unit Award shall not have any rights with respect to such award, unless and until such recipient has complied with the applicable terms and conditions of such Award.

(i) The purchase price for shares of Restricted Stock and Restricted Stock Units shall be set by the Committee and may be zero.

(ii) Awards of Restricted Stock and Restricted Stock Units must be accepted within a reasonable period (or such specific period as the Committee may specify at grant) after the award date, by executing an award agreement and paying whatever price (if any) is required under Section 7(b)(i).

(c) Terms and Conditions. The shares of Restricted Stock and Restricted Stock Units awarded pursuant to this Section 7 shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of this Plan and the award agreement, during a period set by the Committee commencing with the date of such award (the “Restriction Period”), the participant shall not be permitted to sell, transfer, assign, pledge or otherwise encumber shares of Restricted Stock or Restricted Stock Units awarded under the Plan. Other than (a) as provided in Section 7(c)(iii), (b) with respect to Award made in connection with the start of employment or service with the Company or its Subsidiaries or (c) under such other circumstances deemed appropriate by the Committee, in no event shall such Restriction Period be deemed satisfied in full in less than (x) three (3) years after the date of grant, if the non-forfeitability of Restricted Stock or Restricted Stock Units is based solely on continued employment or service and the grant of the Restricted Stock or Restricted Stock Units is not a form of payment of earned incentive or other performance-based compensation (“Time-Based Retention Shares”), or (y) one (1) year after the date of grant, if the non-forfeitability of Restricted Stock is also subject to the attainment of performance goals or the grant of Retention Shares is a form of payment of earned incentive or other performance-based compensation. Within these limits, the Committee, in its sole discretion, may provide for the lapse of such restrictions in pro rata installments, based on service, performance and or such other factors or criteria as the Committee may determine, in its sole discretion.

(ii) Except as provided in this paragraph (ii) and Section 7(c)(i), the Committee, in its sole discretion, as determined at the time of the award, may permit the participant to have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares, and the right to receive any cash dividends. The Committee, in its sole discretion, as determined at the time of award, may permit or require the payment of cash dividends and may permit or require such cash dividends to be deferred and, if the Committee so determines, reinvested, subject to Section 12(e), in additional Restricted Stock to the extent shares are available under Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock dividends issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued.

(iii) Subject to the applicable provisions of the award agreement and this Section 7, upon termination of a participant’s employment or service with the

Company and any Subsidiary for any reason during the Restriction Period, all shares of Restricted Stock or Restricted Stock Units still subject to restriction will vest, or be forfeited, in accordance with the terms and conditions established by the Committee at or after grant.

(iv) If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock or Restricted Stock Units subject to such Restriction Period, certificates for an appropriate number of unrestricted shares shall be delivered to the participant promptly (unless the Committee decides pursuant to Section 2(vi) to settle the award in cash).

Section 8. Other Stock-Based Awards

(a) Administration. Other awards of Stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, Stock (“Other Stock-Based Awards”), including, without limitation, stock purchase rights, performance shares, exchangeable securities and Stock awards or options valued by reference to Book Value or Subsidiary performance, may be granted either along with, or in addition to, or in tandem with, Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units granted under the Plan and/or cash awards made outside of the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such awards shall be made, the number of shares of Stock to be awarded pursuant to such awards, and all other conditions of the awards. The Committee may also provide for the grant of Stock upon the completion of a specified performance period.

The provision of Other Stock-Based Awards need not be the same in respect to each recipient.

(b) Terms and Conditions. Other Stock-Based Awards made pursuant to this Section 8 shall be subject to the following terms and conditions:

(i) Subject to the provisions of this Plan and the Award agreement referred to in Section 8(b)(v) below, shares subject to Awards made under this Section 8 may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance, or deferral period lapses.

(ii) Subject to the provision of this Plan and the Award agreement and unless otherwise determined by the Committee at grant, the recipient of an Award under this Section 8 shall be entitled to receive, currently, or on a deferred basis, interest or dividends or interest or dividend equivalents with respect to the number of shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock or otherwise reinvested.

(iii) Any Award under Section 8 and any Stock covered by any such Award shall vest or be forfeited to the extent so provided in the award agreement as

determined by the Committee, in its sole discretion; provided, that subject to Section 8(b)(iv) and except with respect to Awards made in connection with the start of employment or service with the Company or its Subsidiaries or under such other circumstances as are deemed appropriate by the Committee, any such Other Stock-Based Award shall have a vesting requirement of at least one year.

(iv) In the event of the participant’s Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the remaining limitations imposed hereunder (if any) with respect to any or all of an Award under this Section 8.

(v) Each Award under this Section 8 shall be confirmed by, and subject to the terms of, an agreement or other instrument by the Company and by the participant.

(vi) Stock (including securities convertible into Stock) issued on a bonus basis under this Section 8 may be issued for no cash consideration.

Section 9. Change of Control Provisions

(a) Result of a Change of Control Other Than a Corporate Transaction. In the event of a Change of Control (as defined in subsection (c) below) other than a Corporate Transaction (as defined in subsection (c) below) immediately prior thereto all restrictions relating to all outstanding awards issued or granted under this Plan, including Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and Performance Awards, shall lapse and such awards shall vest and become fully exercisable to the extent not already fully vested or fully exercisable, and each outstanding Option holder shall be given a reasonable opportunity to exercise his or her Options prior to the Change of Control, unless determined otherwise by the Committee prior to the Change of Control.

(b) Result of Corporate Transaction.

(i) In the event of a Corporate Transaction, immediately prior thereto all restrictions relating to all outstanding Awards issued or granted under this Plan shall vest and become fully exercisable to the extent not already fully vested or fully exercisable, with a reasonable opportunity to exercise such Awards, prior to the Corporate Transaction, unless such Awards are assumed by the successor entity or its parent in the Corporate Transaction, in which event such Awards shall not become fully vested or exercisable, but shall continue to vest (or not) in accordance with their terms. Each outstanding Award which is assumed in connection with the Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities or other property which would have been issuable, in consummation of such Corporate Transaction, to an actual holder of the same number of shares of Common Stock as are subject to such Award immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the exercise or purchase price payable with respect to such Awards, provided the aggregate amount payable for such securities shall remain the same. In addition, the class and number of securities available for issuance under the Plan following the consummation of the Corporate Transaction shall be appropriately adjusted.

(ii) In the event that outstanding Awards are assumed in connection with a Corporate Transaction as set forth in Section 9(b)(i), and a Plan participant whose Award was so assumed is subsequently involuntarily terminated from all employment or other service by the Company, any of its Subsidiaries or any of their respective successors or parent of the successors after the Corporate Transaction (other than termination as a result of Cause) within one (1) year following the Corporation Transaction, any Awards held by such Plan participant shall immediately vest in full, and shall be exercisable, as applicable, until the earlier of the close of business on the sixtieth (60th) day following such termination or the expiration of the Award in accordance with its terms.

(c) Change of Control Defined. For purposes of this Plan, a “Change of Control” shall be deemed to have occurred if:

(i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than thirty-five percent (35%) of the total combined voting power of the Company’s outstanding securities;

(ii) there is a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members (rounded up to the next whole number) cease, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least two-thirds of the Board members described in clause (A) who were still in office at the time such election or nomination was approved by the Board;

(iii) a merger or consolidation occurs in which the Company is not the surviving entity, or any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger (a “Corporate Transaction”); or

(iv) all or substantially all of the Company’s assets are sold or transferred other than in connection with an internal reorganization of the Company.

Section 10. Amendments and Termination

The Board or the Committee may amend, alter or discontinue the Plan and may to the extent permitted by the Plan amend any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the anti-dilution adjustment provisions of Section 3, no such amendment shall, without the approval of the stockholders of the Company:

(a) increase the maximum number of shares of Stock for which Awards may be granted under this Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 5(a);

(c) reduce the option price of outstanding Options;

(d) extend the term of this Plan;

(e) change the class of persons eligible to receive Awards under the Plan; or

(f) increase the individual maximum limits in Section 3.

The Board or the Committee may to the extent permitted by the Plan amend any agreement evidencing an Award made under this Plan, but no amendment or alteration shall be made which would impair the rights of any Plan participant, without such participant’s consent, under any Award theretofore granted.

Section 11. Unfunded Status of Plan

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a participant or optionee by the Company, nothing contained herein shall give any such participant or optionee any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to awards hereunder; provided, however, that unless the Committee otherwise determines with the consent of the affected participant, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 12. General Provisions

(a) The Committee may require each person purchasing shares pursuant to an Option or other Award under the Plan to represent to and agree with the Company in writing that the optionee or participant is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend, which the Committee deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

(c) The adoption of the Plan shall not confer upon any employee or director of the Company or any Subsidiary any right to continued employment or service as a director with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees or service of a director at any time.

(d) Except as the participant and the Company may otherwise agree, no later than the date as of which an amount first becomes includable in the gross income of the participant for federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations may be settled with Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment of arrangements and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

(e) The actual or deemed reinvestment of dividends or dividend equivalents in additional Restricted Stock (or in other types of Plan awards) at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options and other Plan awards).

(f) The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 13. Term of Plan

No Award shall be granted pursuant to the Plan on or after December 31, 2007.

EX-4.2

EXHIBIT 4.2

K2 INC. 2005 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

AGREEMENT (this “Agreement”) dated as of [DATE] between K2 Inc., a Delaware corporation (the “Company”), and [NAME] (“Optionee”).

1. Grant. The Company hereby grants to Optionee an option (the “Option”), intended not to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to purchase, subject to the terms and conditions set forth herein and in the Company’s K2 2005 Long-Term Incentive Plan (the “Plan”), all or any part of [NUMBER] shares of Common Stock, $1.00 par value per share, of the Company at a price of $[PRICE] per share. Terms used herein which are defined in the Plan have the meanings therein set forth.

2. Time for Exercise. Subject to the provisions of Section 12, the Option may not be exercised prior to the expiration of one year from the date hereof. Thereafter the Option may be exercised as to the percentages of the shares initially subject hereto as follows:

After one year	20	%
After two years	50	%
After three years	100	%

3. Expiration. The Option shall expire upon the earlier to occur of the following:

(a) ten years from the date hereof,

(b) at such time as the Optionee shall cease to be an employee of the Company or a Subsidiary, except as provided in paragraphs 8, 9 and 10 below;

(c) under certain circumstances, upon the occurrence of a Change of Control, as provided herein.

4. Certain Matters Affecting Employment. Optionee shall be deemed to be in the employ of the Company or a Subsidiary thereof during any leave of absence approved by the Board of Directors or the committee which administers the Plan (the “Committee”). The Option shall not be affected by any change of duties or position of Optionee (including transfer to or from a Subsidiary) so long as Optionee continues to be an employee of the Company or one of its Subsidiaries.

5. Method of Exercise. The Option may be exercised by delivery to the Company (attention: Secretary) of a written notice of exercise specifying the number of shares being purchased, accompanied by payment therefore as follows:

(a) in cash or by check, bank draft or money order payable to the order of the Company;

(b) through the delivery of unencumbered shares of Common Stock of the Company held by Optionee for more than six months having a total Fair Market Value on the date of delivery equal to the purchase price, or through a combination of shares and cash as provided above; or

(c) on such other terms and conditions as may be acceptable to the Board or the Committee.

6. Fractional Shares; Minimum Purchase. No fractional shares, and not less than ten (10) whole shares, may be purchased upon any exercise unless the number so purchased is the total remaining number of shares then available for purchase hereunder.

7. Tax Withholding. Upon the exercise of the Option, the Optionee shall pay to the Company, in addition to the full payment of the purchase price, an amount sufficient to satisfy the Company’s obligations to withhold federal, state and local income and other taxes with respect to the exercise of the Option. In the discretion of the Board or the Committee, such withholding obligation may be satisfied by (i) delivery of shares of Common Stock of the Company already owned by the Optionee or (ii) reducing the number of shares of Common Stock otherwise deliverable upon such exercise, in each case valued at the Fair Market Value on the date of exercise.

8. Termination of Employment. If the Optionee shall cease to be employed by the company or any Subsidiary for any reason other than Optionee’s death, permanent disability or for cause, Optionee shall have the right at any time within three months after such cessation of employment (but in no event later than the expiration date specified in Paragraph 3(a) and (c) hereof) to exercise the Option as to those shares, if any, which were purchasable by him as of the date of such cessation of employment. In the event of the death of Optionee during such three-month period, the Option may be exercised at any time during the balance of such three-month period, by the person or persons to whom his rights under this Agreement shall pass by will or the laws of descent and distribution or, if appropriate, by the legal representative of the estate of Optionee, but only to the extent that Optionee was entitled to exercise the Option at the date of his cessation of employment, and in no event later than the expiration date specified in Paragraph 3(a) and (c) hereof.

9. Permanent Disability. If Optionee’s employment terminates on account of permanent disability, Optionee may exercise the Option at any time within one year from the termination of his employment, but only to the extent he was entitled to exercise it at the date of such termination, and in no event later than the expiration date specified in Paragraph 3(a) and (c) hereof. In the event of the death of Optionee during such one-year period, the Option may be exercised at any time during the balance of such one-year

period, by the person or persons to whom his rights under this Agreement shall pass by will or the laws of descent and distribution or, if appropriate, by the legal representative of the estate of Optionee, but only to the extent that Optionee was entitled to exercise the Option at the date of his cessation of employment, and in no event later than the expiration date specified in Paragraph 3(a) and (c) hereof.

10. Death. In the event of the death of Optionee while Optionee is employed by the Company or a Subsidiary of the Company, the Option may be exercised at any time within one year after Optionee’s death by the person or persons to whom his rights under this Agreement shall pass by will or the laws of descent and distribution, or if appropriate, by the legal representative of the estate of Optionee, but only to the extent that Optionee was entitled to exercise the Option at the date of his death, and in no event later than the expiration date specified in Paragraph 3(a) and (c) hereof.

11. Cause. If Optionee’s employment is terminated for cause or if it is discovered after Optionee’s termination of employment for any other reason that Optionee had engaged in conduct that would have justified a termination for cause, the Option shall immediately be canceled.

12. Change in Control.

(a) Result of a Change of Control Other Than a Corporate Transaction. In the event of a Change of Control (as defined in subsection (c) below) other than a Corporate Transaction (as defined in subsection (c) below) immediately prior thereto the Option shall vest and become fully exercisable to the extent not already fully vested or fully exercisable, and Optionee shall be given a reasonable opportunity to exercise his or her Options prior to the Change of Control, unless determined otherwise by the Committee prior to the Change of Control.

(b) Result of Corporate Transaction.

(i) In the event of a Corporate Transaction, immediately prior thereto the Option shall vest and become fully exercisable to the extent not already fully vested or fully exercisable, with a reasonable opportunity to exercise the Option, prior to the Corporate Transaction, unless the Option is assumed by the successor entity in the Corporate Transaction, in which event the Option shall not become fully vested or exercisable, but shall continue to vest (or not) in accordance with its terms. If the Option is not so assumed, it shall terminate and expire upon the closing of such Corporate Transaction. If the Option is so assumed, it shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities or other property which would have been issuable, in consummation of such Corporate Transaction, to an actual holder of the same number of shares of Common Stock as are subject to the Option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the exercise price of the Option, provided the aggregate amount payable for the Option shall remain the same.

(ii) In the event that the Option assumed in connection with a Corporate Transaction as set forth in Section 12(b)(i), and Optionee is subsequently involuntarily terminated from all employment by the Company, any of its Subsidiaries or any of their respective successors after the Corporate Transaction (other than termination as a result of Cause) within one (1) year following the Corporation Transaction, the Option shall immediately vest in full, and shall be exercisable, as applicable, until the earlier of the close of business on the sixtieth (60th) day following such termination or the expiration of the Option in accordance with its terms.

(c) Change of Control Defined. For purposes of this Agreement and the Plan, a “Change of Control” shall be deemed to have occurred if:

(i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than thirty-five percent (35%) of the total combined voting power of the Company’s outstanding securities;

(ii) there is a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members (rounded up to the next whole number) cease, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least two-thirds of the Board members described in clause (A) who were still in office at the time such election or nomination was approved by the Board;

(iii) a merger or consolidation occurs in which the Company is not the surviving entity, or any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger (a “Corporate Transaction”); or

(iv) all or substantially all of the Company’s assets are sold or transferred other than in connection with an internal reorganization of the Company.

13. No Privileges of Ownership. Optionee shall not be entitled to any privileges incident to stock ownership as to any shares of stock acquired pursuant to exercise of the Option until certificates representing such shares have actually been issued and delivered to Optionee.

14. Modification of Rights. The rights of Optionee are subject to modification in certain events as provided in the Plan.

15. Assignment or Transfer Prohibited. The Option may not be assigned or transferred otherwise than by will or by the laws of descent and distribution, and may be exercised during the life of Optionee only by Optionee or Optionee’s guardian or legal representative. Neither the Option nor any right hereunder shall be subject to attachment, execution or other similar process. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any right hereunder, except as provided for herein, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Optionee, and the Option shall thereupon become null and void.

16. Application of Plan; Governing Law. The Option shall be governed by and interpreted in accordance with the terms of the Plan and the laws of the State of Delaware, without giving effect to principles of conflict-of-laws. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall be controlling.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

K2 INC.

By:

[NAME], Optionee

EX-5.1

EXHIBIT 5.1

June 28, 2005

K2 Inc.

5818 El Camino Real

Carlsbad, CA 92009

Re:	Registration Statement on Form S-8
	K2 Inc. 2005 Long-Term Incentive Plan

Ladies and Gentlemen:

I have prepared the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by K2 Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission covering the offering of up to 1,059,012 shares of the Company’s Common Stock, $1.00 par value per share (the “Shares”), pursuant to the K2 Inc. 2005 Long-Term Incentive Plan (the “Plan”).

In connection with this opinion, I have examined the Registration Statement, the Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as I have deemed necessary as a basis for this opinion. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, subject to the assumptions stated above and relying on the statements of fact contained in the documents that I have examined, I am of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

I am admitted to practice in the State of New York, and am not admitted to the practice in the State of Delaware. However, for the limited purposes of the opinion above, I am generally familiar with the General Corporation Law of the State of Delaware (the “DGCL”) as presently in effect and have made such inquiries as I consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is limited to the current federal laws of the United States, the laws of the State of New York and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. I assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

I hereby consent to filing this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

By:	/s/ Monte H. Baier
	Monte H. Baier
	Vice President, General Counsel and Secretary

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) dated June 28, 2005 pertaining to the K2 Inc. 2005 Long-Term Incentive Plan of our reports dated March 9, 2005, with respect to the consolidated financial statements and schedule of K2 Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2004, K2 Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of K2 Inc., filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Diego, California

June 23, 2005