North Face Inc – ‘DEF 14A’ for 3/31/98

As of:  Monday, 3/9/98   ·   For:  3/31/98   ·   Accession #:  1013749-98-9   ·   File #:  333-04107

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Definitive Proxy Solicitation Material   —   Schedule 14A
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 1: DEF 14A     Definitive Proxy Material                             32±   138K 

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DEF 14A
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.   ) 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[ ]  Preliminary Proxy Statement       [ ]  Soliciting Material Pursuant to     
                                           sec.240.14a-11(c) or sec.240.14a-12
[X]  Definitive Proxy Statement        [ ]  Confidential, for Use of the        
                       Commission Only
[ ]  Definitive Additional Materials        (as permitted by Rule 14a-6(e)(2))  

  THE NORTH FACE, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required.                                                           
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   
(1) Title of each class of securities to which transaction applies:   
         -----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:      
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(3) Per unit price or other underlying value of transaction computed  
       pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):    
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(4) Proposed maximum aggregate value of transaction:                  
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(5) Total fee paid:                                                   
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/ /  Fee paid previously with preliminary materials.                            
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   
(1) Amount Previously Paid:                                           
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(2) Form, Schedule or Registration Statement No.:                     
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(3) Filing Party:                                                     
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(4) Date Filed:                                                       
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DEF 14A
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                                                                          [LOGO]

March 6, 1998                                                                   

To the valued Stockholders of The North Face, Inc.:                             

       We invite you to attend the Annual Meeting of Stockholders of The North
Face,  Inc. to be held on Tuesday, March 31, 1998, at 9:00 a.m. at our          
principle executive offices  located at 2013 Farallon Drive, San Leandro,       
California 94577.                                                               

The following Notice of Annual Meeting of Stockholders and Proxy
Statement  describe the proposals to be voted upon by the stockholders at the   
meeting and information  relevant thereto. Each of these items will be          
discussed at the Annual Meeting with adequate  time allotted for stockholder    
questions.                                                                      

      You must be listed as a stockholder of record with our transfer agent,
American  Stock Transfer & Trust Company, in order to attend the Annual         
Meeting, or you must  bring with you to the Annual Meeting a copy of your       
brokerage or other account statement  showing that you were a stockholder on    
February 20, 1998. Registration for those  attending the Annual Meeting in      
person will begin at 8:30 a.m.                                                  

    We highly value your decision to be a stockholder of The North Face,
Inc. Your  presence at the meeting and vote are extremely important. Please     
complete, sign and return  the enclosed proxy promptly to assure that you are   
represented at the meeting, whether or  not you plan to attend in person.       

Sincerely,                                                                      

LOGO                                                                            
Marsden S. Cason                                                                
Chairman                                                                        

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS                                        
TO BE HELD ON MARCH 31, 1998                                                    

TO THE STOCKHOLDERS OF THE NORTH FACE, INC.:                                    

      The Annual Meeting of Stockholders of The North Face, Inc., a Delaware
corporation (the ''Company''), will be held on Tuesday, March 31, 1998, at 9:00 
a.m.  (local time) at the Company's principal executive offices located at 2013 
Farallon Drive,  San Leandro, California, 94577 for the following purposes:     

   1. To elect two (2) Class II directors of the Company, each to hold
office for a  three year term.                                                  

   2. To amend the Company's 1996 Stock Incentive Plan to increase the
number of  shares of the Company's Common Stock authorized thereunder by        
600,000 shares to  1,283,950 shares.                                            

  3. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the  Company for the year ending December 31, 1998.                 

  4. To transact such other business as may properly come before the
meeting or  any adjournment thereof.                                            

    Only stockholders of record at the close of business on February 20,
1998, are  entitled to notice of and to vote at the Annual Meeting.             

   Please complete, sign and return the enclosed proxy promptly in the
envelope  provided, even if you plan to attend the meeting, to assure that your 
shares are represented.  If you were a record holder of stock on February 20,   
1998, you may attend the meeting  and vote in person whether or not you have    
previously returned your proxy.                                                 

By Order of the Board of Directors                                              

LOGO                                                                            
Christopher F. Crawford                                                         
Secretary                                                                       

San Leandro, California                                                         
March 6, 1998                                                                   

THE NORTH FACE, INC.                                                            

PROXY STATEMENT                                                                 

INFORMATION CONCERNING SOLICITATION AND VOTING                                  

General                                                                         

   The Board of Directors of The North Face, Inc. (the ''Company'') is
soliciting the enclosed proxy for the Annual Meeting of Stockholders to be held 
on  Tuesday, March 31, 1998, at 9:00 a.m. (local time) or at any postponement   
or  continuation of the meeting (the ''Annual Meeting''), for the purposes set  
forth in  these proxy materials. The Annual Meeting will be held at the         
Company's principal  executive offices located at 2013 Farallon Drive, San      
Leandro, California 94577.  The Company is first mailing this Proxy Statement   
and Proxy to the stockholders on  or about March 6, 1998.                       

   The Company will pay the expenses of soliciting the proxies for the
Annual  Meeting, including preparation and mailing of this Proxy Statement, the 
Proxy and  any additional information furnished to stockholders (sometimes      
referred to herein  as the ''Proxy Materials''). The Company will furnish       
copies of these Proxy Materials  to brokers and others known to the Company to  
hold stock of record for the  beneficial owners, so that these brokers and      
other holders may forward the Proxy  Materials to the beneficial owners. The    
Company may reimburse those record  holders for their costs of forwarding the   
Proxy Materials. The Company's directors,  officers or other regular employees  
may also solicit proxies by telephone, fax or in  person. The Company will not  
pay any additional compensation to directors, officers  or other regular        
employees for their assistance in soliciting proxies.                           

Record Date and Quorum                                                          

    Only stockholders of record at the close of business on February 20,
1998  (the ''Record Date''), are entitled to notice of the Annual Meeting and   
to vote shares  of the Company's Common Stock on said date at the Annual        
Meeting. Each share of  Common Stock outstanding on said date entitles the      
requisite stockholder to one vote  per proposal at the Annual Meeting. On the   
Record Date, there were approximately  91 stockholders of record and a total of 
11,543,759 shares of the Company's  Common Stock outstanding. The Company's     
Common Stock is the only class of  voting stock currently outstanding.          

      It is necessary to establish a quorum of the outstanding shares of the
Company's Common Stock prior to the start of the Annual Meeting. According to   
the Company's Restated Certificate of Incorporation, a quorum is present if not 
less  than one third of the shares of Common Stock outstanding on the Record    
Date are  present at the Annual Meeting in person or by proxy. Affirmative and  
negative  votes, abstentions and broker non-votes will be considered as present 
for purposes of  determining a quorum and will be separately counted.           

Voting of Shares                                                                

      Votes by proxy or in person at the Annual Meeting will be tabulated by
the  inspector of election who will be appointed to such position by the Board  
of  Directors of the Company for purposes of the Annual Meeting. Each proxy     
card will  be voted in accordance with the instructions of the stockholder      
indicated on the card,  assuming the card is properly signed, returned to the   
Company and not revoked.  Unless contrary instructions are stated on the proxy  
card itself, the number of votes  represented by any given proxy card will be   
considered votes ''FOR'' each of the  three proposals presented for stockholder 
vote by the Company's Board of Directors  at the Annual Meeting. Similarly, the 
Company's Board of Directors may also  consider an unmarked proxy card an       
endorsement of any other matter that may  properly be voted on at the meeting,  
as recommended by the Company's Board of  Directors or in their discretion if   
no Board recommendation is given.                                               

   With specific regard to Proposal One-Election of Directors, the two
director  nominees receiving the greatest number of votes cast in the election  
of directors will  be elected. A properly executed proxy card which is marked   
''withhold authority'' as  to one or more director nominees will not be voted   
for the nominees so marked.  Each other proposal to be voted on at the meeting  
will be approved if holders of a  majority of the shares represented in person  
or by proxy vote in favor of the matter.  On matters for which abstentions may  
be marked, abstentions will have the same  effect as negative votes.            

 A broker non-vote occurs where a broker holding stock in ''street
name'' for  a beneficial owner returns a proxy and votes on one or more         
(usually routine)  matters but refrains from voting on other matters. The       
Company does not intend to  consider broker non-votes in determining the number 
of votes cast on any matter.                                                    

Revocation of Proxies                                                           

      Any person giving a proxy may revoke it at any time before it is voted
at  the Annual Meeting by filing with the Secretary of the Company at the       
Company's  principal executive offices a written notice of revocation or a duly 
executed proxy  bearing a later date. A proxy may also be revoked by attending  
the meeting and  voting in person. Attendance at the meeting will not, by       
itself, revoke a proxy.                                                         

PROPOSAL ONE-ELECTION OF DIRECTORS                                              

     Five individuals currently serve on the Company's Board of Directors,
which is divided into three classes, serving staggered terms of office. At the  
Annual  Meeting, two Class II directors will be elected to serve three year     
terms. The terms  of office of both of the current Class II directors expire at 
the Annual Meeting.                                                             

       The Board of Directors has nominated James Fifield and William N. Simon
to serve as Class II directors of the Company. Messrs. Fifield and Simon are    
incumbent Class II directors first elected to serve on the Board in September   
1996  and June 1995, respectively.                                              

    Following the Annual Meeting, the Board of Directors will consist of
two  Class I directors whose terms expire at the annual meeting in 2000, two    
Class II  directors whose terms expire at the annual meeting in 2001, and one   
Class III  director whose term expires at the annual meeting in 1999. All       
directors hold office  until their successors have been elected and qualified,  
or until their earlier death,  resignation or removal from office. The          
Company's Amended and Restated  Certificate of Incorporation provides that each 
class of directors elected at an annual  stockholders meeting will be elected   
to serve a three year term.                                                     

  Each person named below as a nominee for election has consented to
serve  if elected. If any nominee unexpectedly becomes unavailable to serve,    
the proxy  holders will vote their proxies for a substitute nominee designated  
by the Board of  Directors.                                                     

Nominees for Election as Class II Directors-Terms Will Expire at the 2001       
Annual  Meeting                                                                 

JAMES FIFIELD Director since September 1996                                     

    Mr. Fifield, 55, is the President and Chief Executive Officer of EMI
Music,  a wholly-owned subsidiary of the EMI Group. Mr. Fifield joined EMI      
Music in May  1988 as President and Chief Operating Officer and was appointed   
President and  Chief Executive Officer in April 1989. Before joining EMI Music, 
Mr. Fifield  served for three years as the President and Chief Executive        
Officer of CBS/Fox  Video and held a number of executive positions with General 
Mills during a career  spanning 20 years.                                       

WILLIAM N. SIMON Director since June 1995                                       

    Mr. Simon, 50, has been Chief Executive Officer of the Company since
February 1997, and President of the Company since December 1995. From May  1988 
through June 1994, Mr. Simon served as the Chairman of the Board of the         
Company's predecessor and was Vice Chairman of the Company from June 1994 to    
December 1995. From November 1978 through June 1994, Mr. Simon was  Chairman    
and Chief Executive Officer of Odyssey Worldwide Holdings B.V.  (''Odyssey''),  
a designer and manufacturer of high-end sports and outdoor apparel,  and an     
executive officer and director of several other Odyssey affiliates. Mr. Simon   
has been involved in the design, manufacturing and sales of outdoor clothing    
and  equipment for over 27 years. In January 1993, Odyssey and certain holding  
companies affiliated with Odyssey filed for protection in the United States     
under  Chapter 11 of the U.S. Bankruptcy Code. In September 1994, Mr. Simon     
filed a  petition under Chapter 7 of the U.S. Bankruptcy Code and in January    
1995 was  granted a discharge by the bankruptcy court and the proceeding was    
dismissed. Mr.  Simon personally had guaranteed substantially all of the        
indebtedness of Odyssey  and its affiliated companies and his bankruptcy filing 
was made in order to terminate  his personal liability for these corporate      
obligations.                                                                    

Class I Directors Continuing in Office-Terms Expire at the 2000 Annual Meeting  

ROBERT P. BUNJE Director since May 1997                                         

 Mr. Bunje, 53, has been the President of Bunje Pacific Consulting
Corporation since April 1994. From 1977 through March 1994, he was a partner at 
Deloitte & Touche LLP and its predecessor Touche Ross & Co., and served as      
Managing Director of International Merger and Acquisition Services from 1984 to 
1994. In his capacity as partner at Deloitte & Touche, Mr. Bunje assisted       
clients in  the evaluation, structuring and negotiation of international        
mergers, acquisitions, and  reorganizations. In addition, Mr. Bunje continues   
to assist a number of organizations  in strategic and financial planning. Mr.   
Bunje's clients have included Nippon Electric  Glass Co. Ltd., Sumitomo Bank    
Ltd., Techneglas, Inc., The Kimpton Hotel &  Restaurant Group, Inc. and The Gap 
Stores, Inc. Mr. Bunje also serves as a director  and chairman of the           
compensation committee of Techneglas and is chairman of the  Board of Regents   
of Santa Clara University.                                                      

MICHAEL DOYLE Director since September 1996                                     

       Mr. Doyle, 55, is Chairman of the Board of The Soft Bicycle Company and
has been the President of Michael Doyle and Associates since September 1987. He 
has been an advisor to boards of directors and senior management in the areas   
of  strategic planning, visioning and organizational renewal and transformation 
for over  25 years. Mr. Doyle's clients have included Arthur Andersen, Builders 
Square,  DuPont, General Electric, Hambrecht & Quist, Lucasfilm and Motorola.   

Class III Director Continuing in Office-Term Expires at the 1999 Annual Meeting 

MARSDEN S. CASON Director since June 1994                                       

  Mr. Cason, 55, has served as the Company's Chairman since February
1997, and served as Chief Executive Officer of the Company from June 1994 to    
February 1997. Mr. Cason joined the Company's predecessor in January 1993 as    
President and director and served as a director and executive officer of        
several  affiliates of the predecessor. Prior to joining the Company's          
predecessor, from May  1991 through January 1993, Mr. Cason was the Chief       
Executive Officer of Carol  Management Company and Doral Resort Hotels, an      
owner and manager of  condominiums, hotels and conference centers. Prior to May 
1991, Mr. Cason was  involved in various business ventures as a chief executive 
officer.                                                                        

Board Committees and Meetings                                                   

      The Board of Directors held five meetings during its fiscal year ended
December 31, 1997. The Board established an Audit Committee and a  Compensation 
Committee in 1996. It has no nominating committee. The Audit  Committee         
consists of two nonemployee directors, Messrs. Bunje (Chairman) and  Doyle, and 
met two times during fiscal 1997. This committee approves the  engagement of    
the independent auditors; meets with the Company's independent  auditors and    
management to review and discuss the draft annual financial statements;         
reviews the auditors' comments to management on internal accounting controls    
and  other matters which the auditors may include in their report to            
management; and  undertakes related functions.                                  

   The Compensation Committee consists of three nonemployee directors,
Messrs. Doyle (Chairman), Bunje and Fifield. This committee met two times       
during  fiscal 1997. This committee makes recommendations to the Board of       
Directors  concerning executive cash and noncash compensation and compensation  
performance standards, makes awards under and otherwise administers the         
Company's stock incentive plans to the extent not undertaken by the full Board  
of  Directors, and otherwise performs such other functions regarding            
compensation as  may be delegated by the Board of Directors.                    

     No director attended, during the period he was a director, fewer than
75%  of the total number of meetings of the Board of Directors and meetings of  
the  committees of the Board of Directors on which he served.                   

Compensation of Directors                                                       

    Each member of the Company's Board of Directors is reimbursed by the
Company for out-of-pocket expenses incurred in connection with attending Board  
meetings. No member of the Company's Board of Directors currently receives any  
additional cash compensation for such service.                                  

      For providing the Company with strategic-planning consulting services,
Mr.  Doyle was paid a fee of $100,000 in fiscal 1997.                           

    The Company's 1996 Stock Option Plan for Non-Employee Directors (the
''Directors' Plan'') was adopted by the Board of Directors and stockholders in  
May  1996 and June 1996, respectively. A total of 100,000 shares of Common      
Stock has  been reserved for issuance under the Directors' Plan. The Directors' 
Plan initially  provided for the formula grant of nonqualified stock options to 
purchase 25,000  shares to each non-employee director of the Company initially  
elected to the Board  after the effective date of the Directors' Plan. The      
Directors' Plan provides that, in  lieu of the formula grants, awards may be    
made under the Directors' Plan on a  discretionary basis to non-employee        
directors of the Company. During 1997, options  to purchase 25,000 shares and   
10,000 shares were granted to Messrs. Bunje and  Doyle under the Directors'     
Plan at exercise prices of $14.38 and $22.25,  respectively.                    

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A                 
VOTE IN FAVOR OF EACH NOMINEE NAMED ABOVE.                                      

PROPOSAL TWO-AMENDMENT TO THE COMPANY'S 1996 STOCK                              
INCENTIVE PLAN                                                                  

   At the Annual Meeting, the stockholders will be asked to approve an
amendment to the Company's 1996 Stock Incentive Plan (the ''Plan'') to increase 
the  number of shares of Common Stock reserved for issuance thereunder by       
600,000  shares to a total of 1,283,950 shares. The Company's Board of          
Directors believes that  the amendment of the Plan is critical to the Company's 
continued ability to hire and  retain talented employees. The Company has       
historically included equity incentives  as a significant component of          
compensation for a broad range of the Company's  employees. Further, in the     
current employment environment, the Company believes  that equity incentives    
are a key component in attracting and motivating employees  and help to better  
align the interests of the employees with those of the stockholders.  In order  
to support its continued growth, the Company intends to hire additional         
employees at all levels during 1998. Additionally, in order to retain the       
services of  its current employees as the Company matures, the Company believes 
that it will be  necessary to grant additional options to current employees.    
The proposed  amendment to the Plan will enable the Company to offer equity     
incentives to new  employees and current employees and consultants. If the      
proposed amendment to the  Plan is not approved by the stockholders of the      
Company, the Company will be  unable to offer the equity incentives necessary   
to support the future growth plans of  the Company.                             

      The Plan was originally adopted by the Board of Directors in May 1996.
As  of the Record Date, options to purchase an aggregate of 592,655 shares of   
the  Company's Common Stock were outstanding under the Plan, with a weighted    
average exercise price of $18.67 per share, and 79,362 shares (excluding the    
600,000  shares subject to stockholder approval at this Annual Meeting) were    
available for  future grant. In addition, 11,933 shares have been issued upon   
exercise of stock  options granted under the Plan. A copy of the Plan is        
attached to this Proxy  Statement as Appendix A.                                

The Plan authorizes the Board of Directors of the Company (the  
''Board'') to  grant stock options to eligible employees and consultants of the 
Company. The Plan  is structured to allow the Board to create equity incentives 
in order to assist the  Company in attracting, retaining and motivating the     
best available personnel for the  successful conduct and growth of the          
Company's business. The Board believes that  the Plan is an essential tool to   
link the long-term interests of stockholders and  employees and serves to       
motivate executives to make decisions that will, in the long  run, give the     
best returns to stockholders.                                                   

Summary of the Plan                                                             

General.   The Plan authorizes the Compensation Committee (the  
''Committee''), appointed by the Company's Board of Directors, to grant options 
and  rights to purchase Common Stock. Options granted under the Plan may be     
either  ''incentive stock options'' as defined in Section 422 of the Internal   
Revenue Code of  1986, as amended (the ''Code''), or nonstatutory stock         
options, as determined by the  Board or the Committee.                          

    Administration.   The Plan shall be administered by the Board or the
Committee (as applicable, the ''Administrator''), which shall consist of not    
less than  two directors and to which the Board shall grant power to authorize  
the issuance of  the Company's capital stock pursuant to awards granted under   
the Plan. It is intended  that the directors appointed to serve on the          
Committee shall be ''disinterested  persons'' within the meaning of Rule16b-3   
promulgated under the Securities  Exchange Act of 1934 (''Rule 16b-3'') and     
''outside directors'' within the meaning of  Code Section 162(m) to the extent  
Rule 16b-3 and Code Section 162(m),  respectively, are applicable; however, the 
mere fact that a Committee member shall  fail to qualify under either of the    
foregoing requirements shall not invalidate any  award made by the Committee    
which award is otherwise validly made under the  Plan. The members of the       
Committee shall be appointed by, and serve at the pleasure  of, the Board. The  
Committee shall have the authority (a) to exercise all of the  powers granted   
to it under the Plan, (b) to construe, interpret and implement the Plan  and    
any Plan Agreements executed pursuant to the Plan, (c) to prescribe, amend and  
rescind rules and regulations relating to the Plan, including rules governing   
its own  operations, (d) to make all determinations necessary or advisable in   
administering  the Plan, (e) to correct any defect, supply any omission and     
reconcile any  inconsistency in the Plan, and (f) to amend the Plan to reflect  
changes in applicable  law.                                                     

  Eligibility.   Awards under the Plan may be made to such officers,
directors,  and other salaried employees of the Company or its majority or      
wholly owned  subsidiaries, and to such consultants to the Company              
(collectively, ''key persons''), as  the Committee shall in its sole discretion 
select with consideration given to  recommendations by senior management.       
However, only employees shall be eligible  to receive awards of Incentive Stock 
Options. No options shall be granted under the  Plan to individuals owning more 
than 10% of the Company's Stock.                                                

 Section 162(m) of the Code places limits on the deductibility for
federal  income tax purposes of compensation paid to certain executive officers 
of the  Company. In order to preserve the Company's ability to deduct the       
compensation  income associated with options granted to such persons, the Plan  
provides that no  employee, director or consultant may be granted, in any       
fiscal year of the Company,  options to purchase more than 400,000 shares of    
Common Stock.                                                                   

     Terms and Conditions of Options.   Each option granted under the Plan
is  evidenced by a written stock option agreement between the optionee and the  
Company and is subject to the following terms and conditions:                   

(a) Exercise Price.   The Board or the Committee determines the 
exercise  price of options at the time the options are granted. However, the    
exercise price of an  incentive stock option must not be less than 100% of the  
fair market value of the  Common Stock on the date the option is granted, and   
the exercise price under a  nonstatutory option shall be determined by the      
administrator of the Plan. As the  Company's Common Stock is listed on the      
Nasdaq, the fair market value is the  closing sale price for the Common Stock   
(or the closing bid if no sales were  reported) on the date the option is       
granted.                                                                        

   (b) Form of Consideration.   The means of payment for shares issued
upon  exercise of an option is specified in each option agreement and generally 
may be  made by cash, check, a full-recourse promissory note, other shares of   
Common  Stock of the Company owned by the optionee, delivery of an exercise     
notice  together with irrevocable instructions to a broker to deliver the       
exercise price to the  Company from sale or loan proceeds, by a combination     
thereof, or such other  consideration and method of payment for the issuance of 
shares as determined by the  Committee to the extent permitted under applicable 
laws.                                                                           

     (c) Exercise of the Option.   Any option granted under the Plan shall
be  exercisable at such times and under such conditions as determined by the    
Committee. The Committee may provide that any option granted under this Plan to 
any vice president or more senior executive officer will require that one or    
more  financial or other targets based on the performance of the Company or of  
the  individual must be satisfied as a further condition to the option becoming 
exercisable.                                                                    

(d) Termination of Employment or Consulting Relationship.   If a
grantee's  employment or consulting relationship terminates for any reason      
other than death or  disability, or, to the extent permitted by applicable law, 
dismissal for cause, the  grantee (or his legal representative, if applicable)  
may exercise any outstanding  option on the following terms and conditions: (a) 
exercise may be made only to the  extent that the grantee was entitled to       
exercise the award on the date of employment  termination; and (b) exercise     
must occur within three (3) months after employment  terminates, but in no      
event after the expiration date of the award as set forth in the  Plan          
Agreement.                                                                      

   (e) Permanent Disability.   If a grantee's employment or consulting
relationship with the Company is terminated as a result of his or her           
disability, any  outstanding option shall be exercisable on the following terms 
and conditions: (a)  exercise may be made only to the extent that the grantee   
was entitled to exercise the  award on the date of termination of employment;   
and (b) exercise must occur by the  earlier of the first anniversary of the     
date of such termination of employment or the  expiration date of the award.    
Notwithstanding the foregoing, if the grantee holds an  award intended to be an 
Incentive Stock Option and such disability is not a  ''disability'' as defined  
in applicable provisions of the Code relating to incentive stock  options, such 
Incentive Stock Option shall to the extent not then exercised  automatically    
convert to a Nonqualified Stock Option on the day which is three  months and    
one day following the date of such termination of employment.                   

       (f) Death.   If a grantee dies while employed by, or consulting for the
Company or any subsidiary, or after employment or consulting termination but    
during the period in which the grantee's awards are exercisable pursuant to the 
provisions of the Plan concerning such grantee's termination of employment, any 
outstanding option shall be exercisable on the following terms and conditions:  
(a)  exercise may be made only to the extent that the grantee was entitled to   
exercise the  award on the date of death; and (b) exercise must occur by the    
earlier of the first  anniversary of the grantee's death or the expiration date 
of the award. Any such  exercise of an award following a grantee's death shall  
be made only by the grantee's  executor or administrator, unless the grantee's  
will specifically disposes of such  award, in which case such exercise shall be 
made only by the recipient of such  specific disposition. If a grantee's        
personal representative or the recipient of a  specific disposition under the   
grantee's will shall be entitled to exercise any award  pursuant to the         
preceding sentence, such representative or recipient shall be bound  by all the 
terms and conditions of the Plan and the applicable Plan Agreement which  would 
have applied to the grantee including, without limitation, certain restrictions 
as set forth in the Plan.                                                     

      (g) Termination of Options.   Each stock option agreement will specify
the  term of the option and the date when all or any installment of the option  
is to become  exercisable. Notwithstanding the foregoing, however, the term of  
any incentive stock  option shall not exceed 10 years from the date of grant.   
No options may be exercised  by any person after the expiration of its term.    

   (h) Other Provisions.   The stock option agreement may contain such
terms,  provisions and conditions that are inconsistent with the Plan as may be 
determined  by the Committee.                                                   

       Adjustment Upon Changes in Capitalization, Corporate Transactions.   In
the event that the stock of the Company is changed by reason of any stock       
split,  reverse stock split, stock dividend, recapitalization or other change   
in the capital  structure of the Company or by reason of any merger,            
consolidation, spinoff or other  corporate reorganization in which the Company  
is the surviving corporation,  appropriate proportional adjustments shall be    
made in the number and class of shares  of stock subject to the Plan, the       
number and class of shares of stock subject to any  option or right outstanding 
under the Plan, and the exercise price of any such  outstanding option or       
right. Any such adjustment shall be made upon approval of the  Board and, if    
required, the stockholders of the Company, whose determination shall  be        
conclusive.                                                                     

   Amendment, Suspensions and Termination of the Plan.   The Board may
amend, suspend or terminate the Plan at any time; provided, however, that       
stockholder approval is required for any amendment to the extent necessary to   
comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934    
(''Rule 16b-3'') or Section 422 of the Code, or any similar rule or statute. No 
such  action by the Board or stockholders may alter or impair any option or     
stock purchase  right previously granted under the Plan without the written     
consent of the optionee.  Unless terminated earlier, the Plan shall terminate   
ten years from the date of its  approval by the stockholders or the Board of    
the Company, whichever is earlier.                                              

       Federal Tax Information.   Options granted under the Plan may be either
''incentive stock options,'' as defined in Section 422 of the Code, or          
nonstatutory  options.                                                          

       An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,   
although  the exercise may subject the optionee to alternative minimum tax.     
Upon the sale or  exchange of the shares more than two years after grant of the 
option and one year  after exercising the option, any gain or loss will be      
treated as long-term capital gain  or loss. Net capital gains on shares held    
between 12 and 18 months are currently  taxed at a maximum federal rate of 28%. 
Net capital gains on shares held for more  than 18 months are capped at 20%.    
Capital losses are allowed in full against capital  gains and up to $3,000      
against other income. If these holding periods are not  satisfied, the optionee 
will recognize ordinary income at the time of sale or exchange  equal to the    
difference between the exercise price and the lower of (i) the fair market      
value of the shares at the date of the option exercise or (ii) the sale price   
of the  shares. A different rule for measuring ordinary income upon such a      
premature  disposition may apply if the optionee is also an officer, director,  
or 10% stockholder  of the Company. The Company will be entitled to a deduction 
in the same amount as  the ordinary income recognized by the optionee. Any gain 
or loss recognized on  such a premature disposition of the shares in excess of  
the amount treated as  ordinary income will be characterized as long-term or    
short-term capital gain or loss,  depending on the holding period.              

     All other options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any taxable 
income at the time he is granted a nonstatutory option. However, upon its       
exercise,  the optionee will recognize taxable income generally measured as the 
excess of the  then fair market value of the shares purchased over the purchase 
price. Any taxable  income recognized in connection with an option exercise by  
an optionee who is also  an employee of the Company will be subject to tax      
withholding by the Company.  Upon resale of such shares by the optionee, any    
difference between the sale price  and the optionee's purchase price, to the    
extent not recognized as taxable income as  described above, will be treated as 
long-term or short-term capital gain or loss,  depending on the holding period. 
Net capital gains on shares held between 12 and 18  months are currently taxed  
at a maximum federal rate of 28%. Net capital gains on  shares held for more    
than 18 months are capped at 20%. Capital losses are allowed  in full against   
capital gains and up to $3,000 against other income.                            

     The Company will be entitled to a tax deduction in the same amount as
the  ordinary income recognized by the optionee with respect to shares acquired 
upon  exercise of a nonstatutory option.                                        

The foregoing is only a summary of the effect of federal income 
taxation  upon the optionee and the Company with respect to the grant and       
exercise of options  under the Plan, does not purport to be complete, and does  
not discuss the tax  consequences of the optionee's death or the income tax     
laws of any municipality,  state or foreign country in which an optionee may    
reside.                                                                         

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A                 
VOTE IN FAVOR OF THE PROPOSED AMENDMENT TO THE COMPANY'S                        
1996 STOCK INCENTIVE PLAN.                                                      

PROPOSAL THREE-RATIFICATION OF SELECTION OF INDEPENDENT                         
AUDITORS                                                                        

The Board of Directors has selected Deloitte & Touche LLP as the
Company's independent auditors for the year ending December 31, 1998 and has    
determined that it is desirable to submit the selection of independent auditors 
for  ratification by the stockholders at the Annual Meeting. Stockholder        
ratification of  the selection of independent auditors is not required by the   
Company's By-laws or  otherwise. If the stockholders fail to ratify the         
selection, the Audit Committee and  the Board will reconsider the selection.    
Even if the selection is ratified, the Board of  Directors in its discretion    
may direct the appointment of different independent  auditors at any time.      

       Deloitte & Touche LLP has served as independent auditors to the Company
and its predecessor since 1993. Representatives of Deloitte & Touche LLP are    
expected to be present at the Annual Meeting and will have an opportunity to    
make a  statement if they so desire and will be available to respond to         
appropriate questions.                                                          

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A                 
VOTE IN FAVOR OF DELOITTE & TOUCHE LLP AS INDEPENDENT                           
AUDITORS FOR THE COMPANY'S YEAR ENDING DECEMBER 31, 1998.                       

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                                
MANAGEMENT                                                                      

The following table and footnotes set forth certain information 
regarding  the beneficial ownership of the Company's Common Stock as of the     
Record Date, by  (i) each director and nominee for director who owned shares as 
of that date, (ii) each  of the executive officers named in the Summary         
Compensation Table set forth in this  Proxy Statement, (iii) all executive      
officers and directors of the Company as a group,  and (iv) each person known   
by the Company to be the beneficial owner of more than  5% of the outstanding   
shares of Common Stock:                                                         

                                                                [Download Table]

                                             SHARES                
NAME AND ADDRESS OF                       BENEFICIALLY   PERCENT OF
BENEFICIAL OWNER(1)(2)                        OWNED      TOTAL(3)  
----------------------------------------  -------------  --------- 
                                                                   
Putnam Investments, Inc.(4)...............   1,558,223       13.5% 
   One Post Office Square                                          
   Boston, MA  02109                                               
Pilgram Baxter & Associates Ltd. (5)......   1,139,400        9.9% 
   825 Duportail Road                                              
   Wayne, PA  19087                                                
AIM Management Group, Inc. (7)............     875,600        7.4% 
   1315 Peachtree Street, NE                                       
   Atlanta, GA  30309                                              
Franklin Resources, Inc. (8)..............     573,190        5.0% 
   777 Mariners Idland Blvd., 6th Floor                            
   San Mateo, CA  94404                                            
William N. Simon..........................     272,706        2.3% 
James Fifield.............................      47,534          *  
Michael Doyle.............................      40,334          *  
Karl Heinz Salzburger.....................      20,000          *  
Todd Katz.................................      12,026          *  
Jack Boys.................................       5,117          *  
Christopher F. Crawford...................       2,500          *  
Robert P. Bunje...........................       1,000          *  
Marsden S. Cason..........................         324          *  
Tucker Hacking............................         200          *  
All directors and executive officers                               
  as a group (10 persons).................     401,741        3.4% 

-------------------------                                                       

*  Less than 1%.                                                              
-------------------------                                                       
(1)     Determined in accordance with Rule 13d-3 under the Securities Exchange  
Act of 1934, as amended. Under this rule, a person is deemed to be the          
beneficial  owner of securities that can be acquired by such person within 60   
days from the  Record Date upon the exercise of options. Each beneficial        
owner's percentage  ownership is determined by assuming that all options held   
by such person (but not  those held by any other person) that are exercisable   
within 60 days from that date  have been exercised. Unless otherwise noted, the 
Company believes that all persons  named in the table have sole voting and      
investment power with respect to all shares  of Common Stock beneficially owned 
by them.                                                                        
(2)     Unless otherwise indicated in these notes, the address of each of the   
persons  named above is in care of the Company at 2013 Farallon Drive, San      
Leandro,  California 94577.                                                     
(3)     11,543,759 shares of Common Stock were outstanding on the Record Date.  
(4)     Based solely on information contained in a Schedule 13G filed January   
26,  1998.                                                                      
(5)     Based solely on information contained in a Schedule 13G filed January   
9,  1998.                                                                       
(6)     Based solely on information contained in a Schedule 13G filed February  
11,  1998.                                                                      
(7)     Based solely on information contained in a Schedule 13G filed February  
6,  1998.                                                                       

EXECUTIVE OFFICER COMPENSATION                                                  

The following table sets forth information regarding the annual 
compensation of the Company's Chairman, Chief Executive Officer, Chief          
Financial  Officer and the additional four most highly compensated executive    
officers of the  Company (collectively, the ''Named Executive Officers'') for   
fiscal 1997:                                                                    

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                                       Long Term               
                                                                       Compensation            
                                                                         Awards                
                                                                       ----------              
                                                              Other    Number of     All       
                                                             Annual    Securities   Other      
                                                             Compen-   Underlying  Compen-     
Name and Principal Position   Year     Salary     Bonus     sation(1)   Options     sation     
--------------------------- --------- --------- ---------   ---------  ---------- ----------   
                                                                                               
Marsden S. Cason.........       1997  $370,800  $147,949 (2)  $3,060      90,000       --      
  Chairman                      1996   360,000    95,760 (3)   1,200        --         --      
                                1995   360,000      --         1,200        --         --      

William N. Simon............    1997   370,800   147,949 (2)   1,200      50,000       --      
  President and CEO             1996   360,000    95,760 (3)   1,200        --         --      
                                1995   360,000      --         1,200     701,707    $20,500 (4)

Karl Heinz Salzburger(5)        1997   138,716      --          --          --      164,366    
  CEO of The North Face         1996      --        --          --        80,000       --      
  (Europe) Ltd.                 1995      --        --          --          --         --      

Christopher F. Crawford(6)..    1997    61,192    24,605 (2)     222      30,000       --      
  Chief Financial Officer       1996      --        --          --          --         --      
                                1995      --        --          --          --         --      

Todd Katz(7)................    1997   160,000      --           864      37,000       --      
  Vice President of Sales       1996      --        --          --          --      252,969    
                                1995      --        --          --          --         --      

Jack Boys...................    1997   154,500    46,350 (2)     856      12,000       --      
  Vice President Marketing      1996   150,000    24,808 (3)    --        33,300       --      
                                1995      --        --          --          --         --      

Tucker Hacking..............    1997   150,000    45,000 (2)     756      12,000       --      
  Vice President Product        1996   125,000    27,000 (3)     700       5,500       --      
    Acquisition                 1995   125,000    15,750 (8)    --          --         --      


----------------                                                                

(1)     Life insurance premiums.                                                
(2)     Paid in 1998 for service in 1997.                                       
(3)     Paid in 1997 for service in 1996.                                       
(4)     Payment for unused vacation time.                                       
(5)     Mr. Salzburger became an employee of the Company on April 1, 1997. Mr.  
Salzburger's compensation includes director fees of $12,500 per month (for a    
total of  9 months) for services rendered as a director of The North Face       
(Europe) Ltd., usage  of an automobile having an annual value of $8,710 and a   
hiring bonus of $43,312.  Annual salary is $250,000. Certain portions of Mr.    
Salzburger's compensation are  denominated in Italian Lira and are set forth    
above based on year end exchange  rates.                                        
(6)     Mr. Crawford became an employee of the Company on August 29, 1997.  Mr. 
Crawford's salary was paid in 1997 for service from date of hire to December    
31, 1997. Annual salary is $185,000.                                            
(7)     Mr. Katz became an employee of the Company on January 1, 1997. Prior to 
becoming an employee, Mr. Katz was associated with the Company as the sole      
proprietor of a contracted sales agency. In 1997, the Company paid Mr. Katz     
$252,969 for activities performed in 1996. These payments represented gross     
revenue earned by Mr. Katz's sales agency. Similarly, the Company paid Mr. Katz 
$654,882 in 1996 and $210,567 in 1995.                                          
(8)     Paid in 1996 for service in 1995.                                       

Option Grants                                                                   

  The following table provides information with respect to the stock
option  grants made to each Named Executive Officer during 1997:                

Option Grants In Last Fiscal Year           

                                                        [Enlarge/Download Table]

                             -----------------------------------------------   Potential Realizable  
                                             % of                               Value at Assumed     
                              Number of     Total                              Annual Rates of Stock 
                             Securities    Options    Exercise                Price Appreciation for 
                             Underlying   Granted to    Price      Expir-        Option Term(2)      
                               Options    Employees inPer Share     ation     -----------------------
            Name               Granted     Fiscal Year   (1)        Date          5%         10%     
---------------------------- -----------  ----------  ---------  -----------  ----------- -----------
                                                                                                     
Marsden S. Cason(3).........     90,000        19.2     $20.88     12/17/07   $1,181,536  $2,994,244 
William N. Simon(3).........     50,000        10.7      20.88     12/17/07      656,409   1,663,469 
Karl Heinz Salzburger(3)....       --          --         --           --           --          --   
Christopher F. Crawford(4)..     30,000         6.4      21.84     06/07/04      266,732     621,599 
Todd Katz(5)................     37,000         7.9      18.22     06/07/04      291,958     687,371 
Jack Boys(5)................     12,000         2.6      18.22     06/07/04       94,689     222,931 
Tucker Hacking(5)...........     12,000         2.6      18.22     06/07/04       94,689     222,931 

----------------                                                                

(1)     All options were granted with exercise prices equal to the fair market  
value  of the Common Stock on the date of grant.                                
(2)     The potential realizable value through the expiration date of the       
options has  been determined on the basis of the fair market value of the       
shares at the time the  options were granted, compounded annually over the term 
of the option, net of  exercise price. These values have been determined based  
upon assumed rates of  appreciation and are not intended to forecast the        
possible future appreciation, if any,  of the price or value of the Company's   
Common Stock.                                                                   
(3)     The options become exercisable on December 17, 2007 unless certain      
targets are met as determined by the Company's Board of Directors, in which     
case  the options vest fully on December 17, 1998.                              
(4)     The options become exercisable on June 7, 2004 unless certain financial 
targets are met as determined by the Company's Board of Directors, in which     
case  the options vest one-quarter each year over four years beginning 1998.    
Such targets  were met with respect to 1997, and one-quarter of such options    
shall vest in August  1998 according to the terms of the option schedule.       
(5)     The options become exercisable on June 7, 2004 unless certain financial 
targets are met as determined by the Company's Board of Directors, in which     
case  the options vest one-quarter each year over 4 years beginning in 1998.    
Such targets  were met with respect to 1997, causing one-quarter of the options 
to vest in January  1998.                                                       

Option Exercises and Value                                                      

       The following table summarizes the number of options exercised in 1997,
the number of securities underlying unexercised options and the value of such   
options on an aggregated basis held by each Named Executive Officer at December 
31, 1997:                                                                       

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

                                                        [Enlarge/Download Table]

                                                                                    Total Value            
                                                                                    of Unexercised         
                                                                                Value of Unexercised       
                            Shares                    Number of Unexercised     In-the-Money Options       
                           Acquired                 Options at Fiscal Year-End  at Fiscal Year-End(1)      
                              on         Value      --------------------------  ---------------------------
Name                       Exercise   Realized (2)  Exercisable  Unexercisable  Exercisable  Unexercisable 
-------------------------- ---------  ------------  ------------ -------------  ------------ --------------
                                                                                                           
Marsden S. Cason...........     --           --            --          90,000          --         $101,250 
William N. Simon........... 220,000    $4,839,694       272,706        50,000    $5,692,438        $56,250 
Karl Heinz Salzburger......     --           --          20,000        60,000        33,200         99,600 
Christopher F. Crawford....     --           --            --          30,000          --           $4,800 
Todd Katz..................     --           --           2,776        39,774        57,946        197,764 
Jack Boys..................   8,326       121,194          --          36,974          --          432,727 
Tucker Hacking.............     --           --          18,038        21,712       379,761        217,819 


----------------                                                                

(1)     Based on the difference between the closing market price of the Common  
Stock at December 31, 1997, which was $22.00, and the option exercise price.    
The  actual value of unexercised options fluctuates with the market price of    
the Common  Stock.                                                              
(2)     Based on the difference between the fair market value of the Common     
Stock at the date of exercise and the exercise price.                           

Employment and Other Agreements                                                 

    Christopher F. Crawford, the Company's Chief Financial Officer, is a
party  to an offer letter with the Company that set forth compensation levels,  
eligibility for  merit-based increases and benefits, including eligibility to   
participate in the  Company's stock incentive plans. The aforementioned letter  
specifies that  employment with the Company is voluntary and can be terminated  
at any time by  either party.                                                   

    Karl Heinz Salzburger, the Chief Executive Officer of The North Face
(Europe) Limited, a subsidiary of the Company, is a party to an employment      
agreement, a director's agreement and an umbrella agreement with the Company    
and  certain of its subsidiaries. Such agreements set forth various operating   
arrangements  between the Company, its subsidiaries and Mr. Salzburger and set  
forth Mr.  Salzburger's compensation arrangements, including salary, bonus and  
benefits. In  addition, such agreements provide that, in the event of Mr.       
Salzburger's termination  by the Company or its subsidiaries without cause, or  
in the event that Mr. Salzburger  resigns for good reason (as defined in such   
agreements), Mr. Salzburger shall be  entitled to severance payments in an      
amount of up to approximately $400,000.                                         

Compensation Committee Interlocks and Insider Participation                     

       The Compensation Committee of the Board of Directors currently consists
of Messrs. Doyle (Chairman), Bunje and Fifield. No member of the Compensation   
Committee or executive officer of the Company has a relationship that would     
constitute an interlocking relationship with executive officers or directors of 
another  entity.                                                                

  The following report of the Compensation Committee and Performance
Graph are not considered filed with the Securities and Exchange Commission and  
are not considered to be incorporated by reference into any filings with the    
Securities  and Exchange Commission, whether the filing is made before or after 
the date of this  Proxy Statement, and irrespective of any general language     
otherwise incorporating  filings by the Company.                                

Compensation Committee Report on Executive Compensation                         

     The Compensation Committee (the ''Committee'') of the Company's Board
of Directors currently consists of Messrs. Doyle (Chairman), Bunje and Fifield, 
each  of whom is a non-employee director of the Company. The Committee was      
established in early 1996, and its members made recommendations concerning      
executive compensation matters to the Board of Directors during 1997.           

General Policies                                                

   Executive compensation policies and decisions were conceived by the
Board of Directors prior the Company's initial public offering in 1996. The     
policies  and decisions for 1997 were based primarily upon goals of attracting  
and retaining  executive officers who are motivated to contribute to the        
Company's growth and  business objectives, and offering competitive             
compensation to these officers based  upon their individual contributions and   
the overall performance of the Company.  Compensation is offered in the form of 
base salaries intended to reflect competitive  salaries at comparable           
companies, cash bonuses based primarily on corporate  performance, and stock    
options intended to align the interests of executive officers  and              
stockholders.                                                                   

    Base salaries for the executive officers reflect the historic salary
structure  for the levels of executive responsibility at the Company and the    
recommendations  of the Committee members as to appropriate salary levels and   
competitive factors,  including salaries believed necessary to employ certain   
executive officers who  joined the Company during 1997.                         

Upon the recommendations of the Committee members, the Board of 
Directors approved cash bonuses to all of the Company's officers for 1997 based 
primarily upon the fact that the Company's 1997 earnings per share exceeded a   
target  recommended by the Committee members and adopted by the Board of        
Directors.  The Board of Directors also considered relative base salaries and   
each officer's  individual performance in determining specific cash bonuses for 
1997.                                                                           

All executive officers received grants of stock options in 1997.
Individual  grants in 1997 were allocated by the Board of Directors under the   
Company's 1996  Stock Incentive Plan as recommended by the Committee members,   
based on (i)  goals of providing potential stock ownership in order to align    
the interests of  management and stockholders and to motivate officers to       
achieve earnings per share  and other goals set by the Company, (ii) individual 
and Company performance prior  to the dates of grant in the case of officers    
employed prior to 1997, and (iii) overall  cash compensation and potential      
stock ownership believed to be needed in the case  of officers first employed   
by the Company in 1997. The exercise price of options  granted under this plan  
was the fair market value of the underlying stock on the date  of grant. The    
option agreements provide that options vest in 2004 if the individual is  then  
employed, with earlier accelerated vesting on an annual basis based on certain  
criteria established by the Board of Directors.                                 

     Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to a publicly held corporation to the extent that more than $1        
million is  paid to any of its chief executive officer and four other most      
highly compensated  executive officers employed at the end of any fiscal year.  
The Committee believes it  unlikely that cash compensation paid for 1997 to any 
of these officers would exceed  $1 million. The Committee does not expect that  
the limitation of Section 162(m) as  now in effect will apply to awards of      
stock or stock options previously made to these  individuals. The Committee may 
adopt a policy concerning this limitation when the  Committee considers a       
policy to be necessary or appropriate.                                          

Compensation of CEO and President                               

      Marsden S. Cason (who served as Chief Executive Officer until February
1997 and is now Chairman and a director) and William N. Simon (who was          
appointed Chief Executive Officer in February 1997 in addition to his positions 
as  President and a director) each received a base cash salary of $370,800 in   
1997. The  base salaries for these two officers were established by the Board   
of Directors under  the policies described above. Each of these officers also   
earned a cash bonus for  1997 based on the cash bonus policies described above. 
In December 1997, Messrs.  Cason and Simon were granted options to purchase     
90,000 shares of Common Stock  and 50,000 shares of Common Stock, respectively. 
The Board of Directors believes  that these two officers made substantial       
contributions to increases in sales, income  and earnings per share and         
otherwise strong performance by the Company in 1996  and 1997, and worked well  
as a team in continuing to build the Company's  management depth and product    
lines. The Board of Directors exercised its judgment  to determine the          
compensation for these officers based on the above factors and the  policies    
described above.                                                                

COMPENSATION COMMITTEE                                                          

Michael Doyle                                                                   
Robert P. Bunje                                                                 
James Fifield                                                                   

Performance Graph                                                               

    The following graph shows a comparison of cumulative returns for the
Company's Common Stock, the Nasdaq National Market Composite Index, and the     
S&P Textile (Apparel Manufacturers) Index beginning July 2, 1996, when the      
Company's Common Stock commenced public trading, and ending February 20,  1998. 
This information assumes investment of $100 at the beginning of that period  in 
the Company's Common Stock at the initial public offering price of $14.00 and   
in  these indexes, and assumes reinvestment of dividends where applicable. This 
information is not necessarily indicative of future price performance.          

                                                                [Download Table]


                                        Nasdaq                   
                                       National    S&P Textile   
                            The         Market       (Apparel    
Measurement Period      North Face    Composite    Manufacturers)
(Fiscal Year Covered)      Inc.         Index         Index      
---------------------   -----------   ----------   ------------  
                                                                 
Measurement Date                                                 
July 2. 1996               $100.00      $100.00        $100.00   

Fiscal Year ended                                                
December 31, 1996          $137.50      $108.80        $120.20   

Fiscal Year ended                                                
December 31, 1997          $157.14      $133.16        $128.88   

February 20, 1998          $199.11      $146.94        $137.78   


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

 Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than    
10%  of a registered class of the Company's equity securities, to file with the 
Securities  and Exchange Commission (''SEC'') initial reports of ownership and  
changes in  ownership of Common Stock and other equity securities of the        
Company. SEC  regulations require these persons to furnish the Company with     
copies of all Section  16(a) forms they file. Based solely on a review of the   
copies of such reports  furnished to the Company or written representations     
that no Forms 5 were required,  the Company believes that, during the fiscal    
year ended December 31, 1997, all  Section 16(a) filing requirements applicable 
to its officers, directors and greater than  10% beneficial owners were         
complied with, except as follows: (i) Messrs. Katz and  Crawford each filed a   
Form 3, Initial Statement of Beneficial Ownership,  approximately one and two   
weeks late, respectively; (ii) Mr. Doyle filed a Form 4,  Statement of Changes  
in Beneficial Ownership, approximately one month late  regarding a purchase of  
the Company's Common Stock and filed a Form 5  approximately one week late; and 
(iii) Mr. Salzburger filed a Form 3 approximately  six weeks late.              

DEADLINE FOR 1999 ANNUAL MEETING OF STOCKHOLDER PROPOSALS                       

 Stockholder proposals intended to be presented at the 1999 Annual
Meeting  of Stockholders must be received by the Company not later than         
November 6, 1998,  in order to be considered for inclusion in the Company's     
Proxy Statement and Proxy  for that meeting. Proposals should be addressed to   
the Company's Secretary at its  principal executive offices. The Company's      
By-laws provide additional advance  notice and other requirements for           
stockholder proposals and for director candidates  nominated by stockholders at 
an annual or special meeting of stockholders. A  stockholder may obtain a copy  
of the Company's By-laws without charge upon  written request to the Company's  
Secretary.                                                                      

OTHER MATTERS                                                                   

The Board of Directors is not aware of any matters that will be 
presented  for consideration at the Annual Meeting other than those described   
in this Proxy  Statement. If any other matters properly come before the Annual  
Meeting, the  persons named on the accompanying Proxy will have the authority   
to vote on those  matters in accordance with their own judgment.                

By Order of the Board of Directors                                              

LOGO                                                                            
Christopher F. Crawford                                                         
Secretary                                                                       

March 6, 1998                                                                   

APPENDIX A                                                                      

THE NORTH FACE, INC.                                                            

1996 STOCK INCENTIVE PLAN                                                       

ARTICLE I                                                                       

GENERAL                                                                         

1.1   Purpose                                                                   

  The purpose of The North Face, Inc. 1996 Stock Incentive Plan (the
''Plan'') is to  provide for officers and other employees (including directors  
whether or not employees) of,  and consultants to, The North Face, Inc. (The    
''Company'') an incentive (a) to enter into  and remain in the service of the   
Company, (b) to enhance the long-term performance of the  Company, and (c) to   
acquire a proprietary interest in the success of the Company.                   

1.2   Administration                                                            

     1.2.1 Subject to Section 1.2.6, the Plan shall be administered by the
Compensation  Committee (the ''Committee'') of the board of directors of the    
Company (the ''Board''),  which shall consist of not less than two directors    
and to which the Board shall grant power  to authorize the issuance of the      
Company's capital stock pursuant to awards granted under  the Plan. It is       
intended that the directors appointed to serve on the Committee shall be        
''disinterested persons'' within the meaning of Rule 16b-3 promulgated under    
the Securities  Exchange Act of 1934 (''Rule 16b-3'') and ''outside directors'' 
within the meaning of  Code Section 162(m) to the extent Rule 16b-3 and Code    
Section 162(m), respectively, are  applicable; however, the mere fact that a    
Committee member shall fail to qualify under  either of the foregoing           
requirements shall not invalidate any award made by the Committee  which award  
is otherwise validly made under the Plan. The members of the Committee  shall   
be appointed by, and serve at the pleasure of, the Board.                       

       1.2.2 The Committee shall have the authority (a) to exercise all of the
powers  granted to it under the Plan, (b) to construe, interpret and implement  
the Plan and any Plan  Agreements executed pursuant to Section 2.1, (c) to      
prescribe, amend and rescind rules and  regulations relating to the Plan,       
including rules governing its own operations, (d) to make  all determinations   
necessary or advisable in administering the Plan, (e) to correct any  defect,   
supply any omission and reconcile any inconsistency in the Plan, and (f) to     
amend  the Plan to reflect changes in applicable law.                           

       1.2.3 Actions of the Committee shall be taken by the vote of a majority
of its  members. Any action may be taken by a written instrument signed by a    
majority of the  Committee members, and action so taken shall be fully as       
effective as if it had been taken  by a vote at a meeting.                      

       1.2.4 The determination of the Committee on all matters relating to the
Plan or  any Plan Agreement shall be final, binding and conclusive.             

  1.2.5 No member of the Committee shall be liable for any action or
determination  made in good faith with respect to the Plan or any award         
thereunder.                                                                     

    1.2.6 Notwithstanding anything to the contrary contained herein: (a)
until the  Board shall appoint the members of the Committee, the Plan shall be  
administered by the  Board; and (b) the Board may, in its sole discretion, at   
any time and from time to time,  resolve to administer the Plan. In either of   
the foregoing events, the term ''Committee'' as  used herein shall be deemed to 
mean the Board.                                                                 

1.3   Persons Eligible for Awards                                               

  Awards under the Plan may be made to such officers, directors, and
other salaried  employees of the Company or its majority or wholly owned        
subsidiaries, and to such  consultants to the Company (collectively, ''key      
persons''), as the Committee shall in its  sole discretion select with          
consideration given to recommendations by senior management.  However, only     
employees of the Company and its majority or wholly owned subsidiaries  shall   
be eligible to receive awards of Incentive Stock Options defined in Section     
1.4.                                                                            

1.4   Types of Awards Under Plan                                                

     Awards under the Plan may be granted, as determined in the discretion
of the  Committee, in the form of (i) stock options which are intended to       
qualify as incentive stock  options (the ''Incentive Stock Options'') under     
Section 422 of the Internal Revenue Code of  1986, as amended (the ''Code''),   
or (ii) nonqualified stock options (the ''Nonqualified  Stock Options'') which  
are not intended to qualify as Incentive Stock Options. Awards shall  be        
designated as either an Incentive Stock Option or a Nonqualified Stock Option   
in the  applicable Plan Agreement. All awards when granted are intended to be   
nonqualified stock  options, unless the applicable Plan Agreement explicitly    
states that the option is intended to  be an incentive stock option. If an      
option is intended to be an incentive stock option, and if  for any reason such 
option (or any portion thereof) shall not qualify as an incentive stock         
option, then, to the extent of such nonqualification, such option (or portion)  
shall be  regarded as a nonqualified stock option appropriately granted under   
the Plan provided that  such option (or portion) otherwise meets the Plan's     
requirements relating to nonqualified  stock options. The term ''award'' means  
any award of stock options under the Plan.                                      

1.5   Shares Available for Awards                                               

    1.5.1 Subject to Section 1.5.2, the total number of shares of common
stock of the  Company, par value $0.0025 per share (''Common Stock''), with     
respect to which awards  may be granted pursuant to the Plan shall equal        
1,283,950 shares. Such shares may be  authorized but unissued Common Stock or   
authorized and issued Common Stock held in  the Company's treasury or acquired  
by the Company for the purposes of the Plan. The  Committee may direct that any 
stock certificate evidencing any shares issued pursuant to  the Plan shall bear 
a legend setting forth such restrictions on transferability as may apply to     
such shares pursuant to the Plan.                                               

      1.5.2 If there is any change in the outstanding shares of Common Stock
by reason  of a stock dividend or distribution, stock split-up,                 
recapitalization, combination or  exchange of shares, or by reason of any       
merger, consolidation, spinoff or other corporate  reorganization in which the  
Company is the surviving corporation, the number of shares  available for       
issuance both in the aggregate and with respect to each outstanding award, and  
the purchase price per share under outstanding awards, shall be equitably       
adjusted by the  Committee, whose determination shall be final, binding and     
conclusive. After any  adjustment made pursuant to this Section 1.5.2, the      
number of shares subject to each  outstanding award shall be rounded to the     
nearest whole number, subject to Section 1.5.1.                                 

1.5.3 Any shares subject to an award under the Plan that remain 
unissued upon the  cancellation or termination of such award for any reason     
whatsoever (other than by reason  of exercise), shall again become available    
for awards under the Plan. In any year, a person  eligible for awards under the 
Plan may not be granted options under the Plan covering a  total of more than   
400,000 shares of Common Stock.                                                 

1.6   Definitions of Certain Terms                                              

     1.6.1 The ''Fair Market Value'' of a share of Common Stock on any day
shall be  the Fair Market Value of a share of Common Stock on such day as       
determined by the  Committee; provided that the Fair Market Value of a share of 
Common Stock as of the date  of adoption of the Plan shall be deemed to be nine 
dollars and sixty cents ($9.60) per share  if the 1.11 for 1 stock split        
referred to in Section 1.5.1 is effected (or $10.66 per share  prior to that    
stock split). The ''Fair Market Value'' of all or part of an option on any day  
shall be the product of (a) the number of shares for which such option (or part 
thereof) is  then exercisable, multiplied by (b) the excess of the Fair Market  
Value of a share of  Common Stock on such day over the exercise price with      
respect to such option.                                                         

   1.6.2 The term ''employment'' means, in the case of a grantee of an
award under  the Plan who is not an employee of the Company, the grantee's      
association with the  Company as a consultant or otherwise.                     

       1.6.3 A grantee shall be deemed to have a ''termination of employment''
upon  ceasing to be employed by the Company and any of its parent or subsidiary 
corporations or  by a corporation assuming awards in a transaction to which     
section 424(a) of the Code  applies. The Committee may in its discretion        
determine (a) whether any leave of absence  constitutes a termination of        
employment for purposes of the Plan, (b) the impact, if any, of  any such leave 
of absence on awards theretofore made under the Plan, and (c) when a  change in 
a non-employee's association with the Company constitutes a termination of      
employment for purposes of the Plan. The Committee shall have the right to      
determine  whether the termination of a grantee's employment is a dismissal for 
cause and the date of  termination in such case, which date the Committee may   
retroactively deem to be the date  of the action that is cause for dismissal.   
Such determinations of the Committee shall be  final, binding and conclusive.   

     1.6.4 The terms ''parent corporation'' and ''subsidiary corporation''
have the  meanings given them in section 424(e) and (f) of the Code,            
respectively.                                                                   

ARTICLE II                                                                      

AWARDS UNDER THE PLAN                                                           

2.1   Agreements Evidencing Awards                                              

 Each award granted under the Plan shall be evidenced by a written
agreement  (''Plan Agreement'') which shall contain such provisions as the      
Committee may in its sole  discretion deem necessary or desirable, consistent   
with the terms of this Plan. By accepting  an award pursuant to the Plan, a     
grantee thereby agrees that the award shall be subject to  all of the terms and 
provisions of the Plan and the applicable Plan Agreement.                       

2.2   Grant of Stock Options                                                    

2.2.1 During the term of the Plan specified in Section 3.10, the
Committee may  grant Incentive Stock Options and/or Nonqualified Stock Options  
to purchase shares of  Common Stock from the Company, to such persons, and in   
such amounts and subject to  such terms and conditions, as the Committee shall  
determine in its sole discretion, subject  to the provisions of the Plan,       
except that, no options shall be granted under this Plan to any  person (i)     
owning stock possessing more than ten percent (10%) of the total combined       
voting power of all classes of stock of the Company (or its parent or           
subsidiary  corporations), or (ii) owning more than ten percent (10%) of the    
Company's voting stock  (as determined under federal income tax laws and        
regulations relating to Incentive Stock  Options).                              

       2.2.2 Each Plan Agreement with respect to an option shall set forth the
amount  (the ''option exercise price'') payable by the grantee to the Company   
upon exercise of the  option evidenced thereby. The option exercise price per   
share shall be determined by the  Committee in its sole discretion, provided    
that in no event shall it be less than the Fair  Market Value of a share of     
Common Stock.                                                                   

       2.2.3 No option granted under this Plan may be exercised in whole or in
part more  than ten (10) years after its date of grant, and the Committee in    
its sole discretion may  grant options which may be exercised during terms of   
ten (10) years or less. Each Plan  Agreement with respect to an option shall    
set forth the periods during which the award  evidenced thereby shall be        
exercisable, whether in whole or in part, consistent with the  requirements of  
this Section 2.2.3.                                                             

2.3   Exercise of Options                                                       

       Subject to the provisions of this Article II, each option granted under
the Plan shall  be exercisable as follows:                                      

     2.3.1 Any option granted under this Plan shall be exercisable at such
times and  under such conditions as determined by the Committee. In no case     
shall options be  exercisable at a rate of less than twenty percent (20%) per   
year over five (5) years from the  date the option is granted, unless otherwise 
permitted by applicable law, except that the  Committee may provide that any    
option granted under this Plan to any vice president or  more senior executive  
officer will require that one or more financial or other targets based  on the  
performance of the Company or of the individual must be satisfied as a further  
condition to the option becoming exercisable.                                   

      2.3.2 Unless the applicable Plan Agreement otherwise provides, once an
option  (or portion thereof) becomes exercisable, such option (or portion)      
shall remain exercisable  until exercise, expiration, cancellation or           
termination of the award, but in no event later  than ten (10) years following  
the date of grant of such option.                                               

 2.3.3 Unless the applicable Plan Agreement otherwise provides, an
option may be  exercised from time to time as to all or part of the shares as   
to which such award is then  exercisable.                                       

    2.3.4 An option shall be exercised by the filing of a written notice
with the  Company, on such form and in such manner as the Committee shall in    
its sole discretion  prescribe.                                                 

      2.3.5 Any written notice of exercise of an option shall be accompanied
by  payment for the shares being purchased. Such payment, which shall be equal  
in amount to  the exercise price of the portion of the option being exercised,  
shall consist of (a) cash, (b)  certified or official bank check payable to the 
Company (or the equivalent thereof  acceptable to the Committee), (c) with the  
consent of the Committee in its sole discretion,  by the promissory note and    
agreement of the grantee providing for payment with interest  on the unpaid     
balance accruing at a rate not less than that needed to avoid the imputation of 
income under Code Section 7872 and upon such terms and conditions (including  
the  security, if any, therefor) as the Committee may determine, (d) other      
shares which (i) have  been owned by the grantee for the requisite period, if   
any, necessary to avoid a charge to  the Company's earnings for financial       
reports purposes, and (ii) have a Fair Market Value  on the date of surrender   
equal to the aggregate exercise price of the shares as to which the  option is  
being exercised, (e) delivery of a properly executed exercise notice together   
with  irrevocable instructions to a broker to promptly deliver to the Company   
the amount of sale  or loan proceeds required to pay the exercise price, (f)    
any combination of the foregoing  methods of payment, or (g) such other         
consideration and method of payment for the  issuance of shares as determined   
by the Committee to the extent permitted under applicable  laws.                

  2.3.6 Promptly after receiving payment of the full option exercise
price, the  Company shall, subject to the provisions of Section 3.2, deliver to 
the grantee or to such  other person as may have exercised the award, a         
certificate or certificates for the shares of  Common Stock for which the award 
has been exercised. If the method of payment  employed upon option exercise so  
requires, and if applicable law permits, an optionee may  direct the Company to 
deliver the certificate(s) to the optionee's stockbroker.                       

  2.3.7 No grantee of an option (or other person having the right to
exercise such  award) shall have any of the rights of a stockholder of the      
Company with respect to shares  subject to such award until the issuance of a   
stock certificate to such person for such  shares. Except as otherwise provided 
in Section 1.5.2, no adjustment shall be made for  dividends, distributions or  
other rights (whether ordinary or extraordinary, and whether in  cash,          
securities or other property) for which the record date is prior to the date    
such stock  certificate is issued.                                              

2.4   Termination of Employment; Death                                          

      2.4.1 The provisions of Section 2.4 of this Plan shall apply unless an
applicable  Plan Agreement otherwise provides. Except to the extent otherwise   
provided in Section  2.4.2 or 2.4.3 or 2.4.4 or in the applicable Plan          
Agreement, all options not theretofore  exercised shall terminate upon          
termination of the grantee's employment for any reason  (including death). To   
the extent options held by a grantee are not exercisable on the date of  any    
such termination, such options shall not thereafter become exercisable.         

    2.4.2 If a grantee's employment terminates for any reason other than
death or  disability, or, to the extent permitted by applicable law, dismissal  
for cause, the grantee (or  his legal representative, if applicable) may        
exercise any outstanding option on the following  terms and conditions: (a)     
exercise may be made only to the extent that the grantee was  entitled to       
exercise the award on the date of employment termination; and (b) exercise must 
occur within three (3) months after employment terminates, but in no event    
after the  expiration date of the award as set forth in the Plan Agreement.     

2.4.3 If a grantee dies while employed by the Company or any    
subsidiary, or after  employment termination but during the period in which the 
grantee's awards are  exercisable pursuant to Section 2.4.2, any outstanding    
option shall be exercisable on the  following terms and conditions: (a)         
exercise may be made only to the extent that the  grantee was entitled to       
exercise the award on the date of death; and (b) exercise must occur  by the    
earlier of the first anniversary of the grantee's death or the expiration date  
of the  award. Any such exercise of an award following a grantee's death shall  
be made only by  the grantee's executor or administrator, unless the grantee's  
will specifically disposes of  such award, in which case such exercise shall be 
made only by the recipient of such  specific disposition. If a grantee's        
personal representative or the recipient of a specific  disposition under the   
grantee's will shall be entitled to exercise any award pursuant to the          
preceding sentence, such representative or recipient shall be bound by all the  
terms and  conditions of the Plan and the applicable Plan Agreement which would 
have applied to the  grantee including, without limitation, the provisions of   
Section 3.2 hereof.                                                             

 2.4.4 If a grantee's employment by the Company is terminated as a
result of his or  her disability, any outstanding option shall be exercisable   
on the following terms and  conditions: (a)exercise may be made only to the     
extent that the grantee was entitled to  exercise the award on the date of      
termination of employment; and (b)exercise must occur  by the earlier of the    
first anniversary of the date of such termination of employment or the          
expiration date of the award. Notwithstanding the foregoing, if the grantee     
holds an award  intended to be an Incentive Stock Option and such disability is 
not a ''disability'' as defined  in applicable provisions of the Code relating  
to incentive stock options, such Incentive  Stock Option shall to the extent    
not then exercised automatically convert to a Nonqualified  Stock Option on the 
day which is three months and one day following the date of such  termination   
of employment.                                                                  

2.5   Restrictions upon Option Shares                                           

       In addition to such restrictions as may apply or be imposed upon shares
acquired  pursuant to awards under applicable state or federal securities laws, 
the Committee may in  its sole discretion provide for one or more of the        
following: rights of first refusal, rights to  repurchase shares following      
termination of employment, and other restrictions upon  transfer, provided that 
any Plan Agreement permitting the Company to repurchase shares  upon            
termination of employment shall provide, to the extent required by law, that    
the price  paid upon such repurchase shall be cash equal to the higher of the   
original purchase price  or fair value, and that such repurchase right must be  
exercised within ninety (90) days after  termination of employment.             

2.6   Special Incentive Stock Option Requirement                                

       In order for a grantee to receive special tax treatment with respect to
stock  acquired under an option intended to be an Incentive Stock Option, the   
grantee of such  option must be, at all times during the period beginning as of 
the date of grant and ending  on the date three (3) months before the date of   
exercise of such option, an employee of the  Company or any of the Company's    
parent or subsidiary corporations, or of a corporation  or a parent or          
subsidiary corporation of such corporation issuing or assuming a stock option   
in a transaction to which Code Section 424(a) applies.                          

ARTICLE III                                                                     

MISCELLANEOUS                                                                   

3.1   Amendment of the Plan; Modification of Awards                             

    3.1.1 The Board may from time to time, without stockholder approval,
suspend,  discontinue, revise or amend the Plan in any respect whatsoever,      
except that no such  amendment shall materially impair any of the grantee's     
rights or materially increase any of  the grantee's obligations under any award 
theretofore made under the Plan without the  consent of the grantee (or, upon   
the grantee's death, the person having the right to exercise  the award). For   
purposes of this Section3.1, any action of the Board or the Committee that      
alters or affects the tax treatment of any award shall not be considered to     
materially impair  any rights of any grantee merely because of such alteration  
or effect. Furthermore, except  as and to the extent otherwise permitted by     
Section 1.5.2, no such amendment shall,  without stockholder approval, (i)      
materially increase the benefits accruing to grantees under  the Plan, (ii)     
materially increase, beyond the amounts set forth in Section 1.5.1 the number   
of shares of Common Stock in respect of which awards may be granted under the   
Plan or  increase the number of shares of Common Stock in respect of which      
options may be  granted in any year under Section 1.5.3, (iii) materially       
modify the designation of Section  1.3 of the class of persons eligible to      
receive awards under the Plan, (iv) provide for the  grant of stock options     
having an option exercise price per share of Common Stock less than  one        
hundred percent (100%) of the Fair Market Value of a share of Common Stock on   
the  date of grant, (v) permit a stock option to be exercisable more than ten   
(10) years after the  date of grant, or (vi) extend the term of the Plan beyond 
the period set forth in Section  3.10.                                          

3.1.2   The Committee may amend any outstanding Plan Agreement, 
including,  without limitation, by amendment which would (a) accelerate the     
time or times at which the  award may be exercised, (b) waive or amend any      
goals, restrictions or conditions set forth  in the Agreement, (c) extend the   
scheduled expiration date of the award, or (d) cancel any  Plan Agreement with  
or without substituting a new Plan Agreement therefor. However, any  such       
cancellation or amendment that materially impairs the rights or materially      
increases  the obligations of a grantee under an outstanding award shall be     
made only with the consent  of the grantee (or, upon the grantee's death, the   
person having the right to exercise the  award).                                

3.2   Restrictions                                                              

       3.2.1 If the Committee shall at any time determine that any Consent (as
hereinafter  defined) is necessary or desirable as a condition of, or in        
connection with, the granting of  any award under the Plan, the issuance or     
purchase of shares or other rights hereunder, or  the taking of any other       
action hereunder (each such action being hereinafter referred to as a  ''Plan   
Action''), then such Plan Action shall not be taken, in whole or in part,       
unless and  until such Consent shall have been effected or obtained to the full 
satisfaction of the  Committee.                                                 

  3.2.2 The term ''Consent'' as used herein with respect to any Plan
Action means  (a) any and all listings, registrations or qualifications in      
respect thereof upon any securities  exchange or other self-regulatory          
organization or under any federal, state or local law, rule  or regulation, (b) 
the expiration, elimination or satisfaction of any prohibitions, restrictions   
or limitations under any federal, state or local law, rule or regulation or the 
rules of any  securities exchange or other self-regulatory organization, (c)    
any and all written agreements  and representations by the grantee with respect 
to the disposition of shares, or with respect  to any other matter, which the   
Committee shall deem necessary or desirable to comply with  the terms of any    
such listing, registration or qualification or to obtain an exemption from  the 
requirement that any such listing, qualification or registration be made, and   
(d) any and  all consents, clearances and approvals in respect of a Plan Action 
by any governmental or  other regulatory bodies or any parties to any loan      
agreements or other contractual  obligations of the Company or any affiliate.   

3.3   Nonassignability                                                          

   No award or right granted to any person under the Plan or under any
Plan  Agreement shall be assignable or transferable other than by will or by    
the laws of descent  and distribution. All rights granted under the Plan or any 
Plan Agreement shall be  exercisable during the life of the grantee only by the 
grantee.                                                                        

3.4   Withholding Taxes                                                         

      3.4.1 Whenever cash is to be paid pursuant to an award under the Plan,
the  Company shall be entitled to deduct therefrom an amount sufficient in its  
opinion to satisfy  all federal, state and other governmental tax withholding   
requirements related to such  payment.                                          

     3.4.2 Whenever shares of Common Stock are to be delivered pursuant to
an award  under the Plan, the Company shall be entitled to require as a         
condition of delivery that the  grantee remit to the Company an amount          
sufficient in the opinion of the Company to satisfy  all federal, state and     
other governmental tax withholding requirements related thereto. With  the      
approval of the Committee, which it shall have sole discretion to grant, the    
grantee may  satisfy the foregoing condition by electing to have the Company    
withhold from delivery  shares having a value equal to the amount of tax to be  
withheld. Such shares shall be  valued at their Fair Market Value on the date   
as of which the amount of tax to be withheld  is determined (the ''Tax Date''). 
Fractional share amounts shall be settled in cash. Such a  withholding election 
may be made with respect to all or any portion of the shares to be  delivered   
pursuant to an award.                                                           

3.5   Right of Discharge Reserved                                               

  Nothing in the Plan or in any Plan Agreement shall confer upon any
grantee the  right to continue in the employ of the Company or affect any right 
which the Company  may have to terminate such employment.                       

3.6   Nature of Payments                                                        

    3.6.1 Any and all grants of awards and issuances of shares of Common
Stock  under the Plan shall be in consideration of services performed for the   
Company by the  grantee.                                                        

3.6.2 All such grants and issuances shall constitute a special  
incentive payment to  the grantee and shall not be taken into account in        
computing the amount of salary or  compensation of the grantee for the purpose  
of determining any benefits under any pension,  retirement, profit-sharing,     
bonus, life insurance or other benefit plan of the Company or  under any        
agreement between the Company and the grantee, unless such plan or agreement    
specifically provides otherwise.                                                

3.7   Non-Uniform Determinations                                                

     The Committee's determinations under the Plan need not be uniform and
may be  made by it selectively among persons who receive, or are eligible to    
receive, awards under  the Plan (whether or not such persons are similarly      
situated). Without limiting the  generality of the foregoing, the Committee     
shall be entitled, among other things, to make  non-uniform and selective       
determinations, and to enter into non-uniform and selective Plan  Agreements,   
as to (a) the persons to receive awards under the Plan, (b) the terms and       
provisions of awards under the Plan, and (c) the treatment of leaves of absence 
pursuant to  Section 1.6.3.                                                     

3.8   Other Payments or Awards                                                  

    Nothing contained in the Plan shall be deemed in any way to limit or
restrict the  Company from making any award or payment to any person under any  
other plan,  arrangement or understanding, whether now existing or hereafter in 
effect.                                                                         

3.9   Section Headings                                                          

The section headings contained herein are for the purpose of    
convenience only and  are not intended to define or limit the contents of said  
sections.                                                                       

3.10   Effective Date and Term of Plan                                          

The Plan shall become effective upon the earlier to occur of its
adoption by the  Board of Directors or its approval by the stockholders of the  
Company. No award under  the Plan shall be exercisable until the Plan is        
approved by the stockholders of the Company  within twelve (12) months before   
or after the date the Plan is so adopted by the Board of  Directors. The term   
of the Plan shall end on the tenth anniversary of the Plan's effective  date.   

3.11   Information to Grantees                                                  

To the extent required by law, the Company shall provide to each
grantee of an  award, during the period for which such grantee has one or more  
options granted  hereunder outstanding, and to each stockholder who has         
purchased shares of stock pursuant  to such awards, copies of consolidated      
financial statements of the Company no less  frequently than annually.          

3.12   Governing Law                                                            

All rights and obligations under the Plan shall be construed and
interpreted in  accordance with the laws of the State of Delaware, without      
giving effect to principles of  conflict of laws.                               

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THE NORTH FACE, INC.          
PROXY for Annual Meeting of Stockholders        
To be Held March 31, 1998           
THIS PROXY IS SOLICITED ON BEHALF OF THE  BOARD OF DIRECTORS              

The undersigned stockholder of THE NORTH FACE, INC., a Delaware corporation,    
hereby acknowledges receipt of (1) the Notice of Annual Meeting of Stockholders 
and (2) the Proxy Statement, both dated March 6, 1998, and hereby appoints      
William N. Simon and  Christopher F. Crawford, and each of them. proxies and    
attorneys-in-fact, with full power to each  of substitution, on behalf and in   
the name of the undersigned, to represent the undersigned at the Annual Meeting 
of Stockholders of THE NORTH FACE, INC. to be held at the Company;s principle   
executive offices located at 2013 Farallon Drive, San Leandro, California, on   
March 31, 1998 at 9:00 a.m., local time, and at an adjournment or adjournments  
thereof, and to vote all shares of Common Stock which the undersigned would be  
entitled to vote, if then and there personally present, on the matters set      
forth on the reverse.                                                           

(Continued on Reverse Side)     

[x in box]   Please mark your votes as in this example.                         

      WITHHOLD
1. To elect two                FOR     AUTHORITY       The Board of Directors   
(2) Class II                      to vote for all   has nominated the     
   directors of the Company,         nominees listed   following incumbent Class
each to hold office for a                           II Directors:         
three year term.                                    James Fifield         
                                              William N. Simon
/ /        / /    

    For, except vote withheld from the following nominee(s): _________________

2.  To vote upon an amendment to the Company's 1996 Stock Incentive Plan to     
increase the number of shares of Company Common Stock authorized thereunder by  
600,000 shares to 1,283,950 shares.                                             

FOR     AGAINST   ABSTAIN   
/ /       / /       / /     

3.   To ratify the appointment of Deloitte & Touche LLP as  independent         
auditors of the Company for its year ending December 31, 1998.                  

FOR     AGAINST   ABSTAIN   
/ /       / /       / /     

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, 
WILL BE VOTED FOR THE ABOVE-MENTIONED ITEMS.                                    

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED   
ENVELOPE. NO POSTAGE IS REQUIRED FOR DOMESTIC MAILING.                          

PLEASE CHECK THIS BOX IF YOU PLAN TO ATTEND THE MEETING.  / /                   

___________________   _________  By:______________  Title:__________  Dated:____
Name of Stockholder   Signature    (if applicable)    (if applicable)           

Note: (This proxy should be marked, dated, signed by each stockholder exactly   
as such stockholder's name appears hereon, and returned promptly in the         
enclosed envelope.  Persons signing in a fiduciary capacity should so indicate. 
If shares are held by joint tenants or as community property, both should       
sign.)                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		12/17/07		2
		6/7/04		2
		12/31/98		2		3			10-K,  NT 10-K
		12/17/98		2
		11/6/98		2
For Period End:		3/31/98		2		3			10-Q,  10-Q/A
Filed on:		3/9/98
		3/6/98		2		3			10-K
		2/20/98		2
		2/11/98		2					SC 13G/A
		2/6/98		2					SC 13G,  SC 13G/A
		1/26/98		2					SC 13G/A
		1/9/98		2					SC 13G
		12/31/97		2					10-K,  10-K/A
		8/29/97		2
		4/1/97		2
		1/1/97		2
		12/31/96		2					10-K
		7/2/96		2
									List all Filings