RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                            THE GYMBOREE CORPORATION

 

 

         The following Restated Certificate of Incorporation of The Gymboree

Corporation (the "Corporation") (i) amends and restates the provisions of the

Certificate of Incorporation of The Gymboree Corporation originally filed with

the Secretary of State of the State of Delaware on June 2, 1992, and (ii)

supersedes the original Certificate of Incorporation and all prior amendments

and restatements thereto in their entirety.

 

 

                                    ARTICLE I

 

         The name of this corporation is The Gymboree Corporation (the

"Corporation").

 

 

                                   ARTICLE II

 

         The address of the Corporation's registered office in the State of

Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New

Castle. The name of its registered agent at such address is The Corporation

Trust Company.

 

 

                                   ARTICLE III

 

         The nature of the business or purposes to be conducted or promoted by

the Corporation is to engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of Delaware.

 

 

                                   ARTICLE IV

 

The Corporation is authorized to issue two classes of stock to be designated,

respectively, Preferred Stock, par value $.001 per share ("Preferred"), and

Common Stock, par value $.001 per share ("Common"). The total number of shares

of Common that the Corporation shall have authority to issue is 25,000,000. The

total number of shares of Preferred that the Corporation shall have authority to

issue is 5,000,000.

 

         The Corporation shall from time to time in accordance with the laws of

the State of Delaware increase the authorized amount of its Common if at any

time the number of Common shares remaining unissued and available for issuance

shall not be sufficient to permit conversion of the Preferred.

 

         The Board of Directors is hereby authorized, subject to limitations

prescribed by law and the provisions of this Article IV, to provide for the

issuance of the shares of Preferred in one or more series, and by filing a

certificate pursuant to the General Corporation Law of the State of Delaware, to

establish from time to time the number of shares to be included in each such

series, and to fix the designation, powers, preferences, and rights of the

shares of each such series and the qualifications, limitations or restrictions

thereof.

<PAGE>   4

         The authority of the Board with respect to each series shall include,

but not be limited to, determination of the following:

 

                  A.       The number of shares constituting that series and

the distinctive designation of that series;

 

                  B.       The dividend rate on the shares of that series,

whether dividends shall be cumulative, and, if so, from which date or dates,

and the relative rights of priority, if any, of payment of dividends on shares

of that series;

 

                  C.       Whether that series shall have the voting rights in

addition to the voting rights provided by law, and, if so, the terms of such

voting rights;

 

                  D.       Whether that series shall have conversion privileges,

and, if so, the terms and conditions of such , including provision for

adjustment of the conversion rate in such events as the Board of Directors shall

determine;

 

                  E.       Whether or not the shares of that series shall be

redeemable, and, if so, the terms and conditions of such redemption, including

the date or dates upon or after which they shall be redeemable, and the amount

per share payable on case of redemption, which amount may vary under different

conditions and at different redemption rates;

 

                  F.       Whether that series shall have a sinking fund for

the redemption or purchase of shares of that series, and, if so, the terms in

the amount of such sinking funds;

 

                  G.       The rights of the shares of that series in the event

of voluntary or involuntary liquidation, dissolution or winding up of the

Corporation, and the relative rights of priority, of any, of payment of shares

of that series; and

 

                  H.       Any other relative rights, preferences and

limitations of that series.

 

 

                                    ARTICLE V

 

         The Corporation is to have perpetual existence.

 

 

                                   ARTICLE VI

 

         For the management of the business and for the conduct of the affairs

of the Corporation, and in further definition, limitation and regulation of the

powers of the Corporation, of its directors and of its stockholders or any class

thereof, as the case may be, it is further provided that:

 

                  A. The management of the business and the conduct of the

affairs of the Corporation shall be vested in its Board of Directors. The number

of directors which shall constitute the whole Board of Directors shall be fixed

exclusively by one or more resolutions adopted from time to time by the Board of

Directors.

 

         The Board of Directors shall be divided into three classes designated

as Class I, Class II, and Class III, respectively. Directors shall be assigned

to each class in accordance with a resolution or resolutions adopted by the

Board of Directors. At the first annual meeting of stockholders following the

date hereof, the term of office of the Class I directors shall expire and Class

I directors shall be elected for a full term of three years. At the second

annual meeting of stockholders following the date hereof, the term of office of

the Class II directors shall expire and Class II directors shall be elected for

a full term of three years. At the third annual meeting of

<PAGE>   5

stockholders following the date hereof, the term of office of the Class III

directors shall expire and Class III directors shall be elected for a full term

of three years. At each succeeding annual meeting of stockholders, directors

shall be elected for a full term of three years to succeed the directors of the

class whose terms expire at such annual meeting.

 

         Notwithstanding the foregoing provisions of this Article, each director

shall serve until his or her successor is duly elected and qualified or until

his or her death, resignation, or removal. No decrease in the number of

directors constituting the Board of Directors shall shorten the term of any

incumbent director.

 

         Any vacancies on the Board of Directors resulting from death,

resignation, disqualification, removal, or other causes shall be filled by

either (i) the affirmative vote of the holders of a majority of the voting power

of the then-outstanding shares of voting stock of the corporation entitled to

vote generally in the election of directors (the "Voting Stock") voting together

as a single class; or (ii) by the affirmative vote of a majority of the

remaining directors then in office, even though less than a quorum of the Board

of Directors. Newly created directorships resulting from any increase in the

number of directors shall, unless the Board of Directors determines by

resolution that any such newly created directorship shall be filled by the

stockholders, be filled only by the affirmative vote of the directors then in

office, even though less than a quorum of the Board of Directors. Any director

elected in accordance with the preceding sentence shall hold office for the

remainder of the full term of the class of directors in which the new

directorship was created or the vacancy occurred and until such director's

successor shall have been elected and qualified.

 

                  B. In furtherance and not in limitation of the powers

conferred by statute, the Board of Directors is expressly authorized to make,

alter, amend, or repeal the Bylaws of the Corporation.

 

                  C. The directors of the Corporation need not be elected by

written ballot unless a stockholder demands election by written ballot at the

meeting and before voting begins, or unless the Bylaws so provide.

 

                  D. No action shall be taken by the stockholders of the

Corporation except (i) at an annual or special meeting of the stockholders

called in accordance with the Bylaws, or (ii) by written consent without meeting

made in accordance with the Bylaws.

 

                  E. Advance notice of stockholder nomination for the election

of directors and of business to be brought by stockholders before any meeting of

the stockholders of the Corporation shall be given in the manner provided in the

Bylaws of the Corporation.

 

                  F. Any director, or the entire Board of Directors, may be

removed from office at any time (i) with cause by the affirmative vote of the

holders of at least a majority of the voting power of all of the

then-outstanding shares of the Voting Stock, voting together as a single class;

or (ii) without cause by the affirmative vote of the holders of at least

sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the

then-outstanding shares of the Voting Stock.

 

 

                                   ARTICLE VII

 

         Notwithstanding any other provisions of this Restated Certificate of

Incorporation or any provision of law which might otherwise permit a lesser vote

or no vote, but in addition to any affirmative vote of the holders of any

particular class or series of the Voting Stock required by law, this Restated

Certificate of Incorporation or any Preferred Stock Designation, the affirmative

vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of

the voting power of all of the then-outstanding shares of the Voting Stock,

voting together as a single class, shall be required to alter, amend or repeal

Article VI or Article VIII.

 

                                  ARTICLE VIII

<PAGE>   6

         The Corporation reserves the right to amend, alter, change, or repeal

any provision contained in this Restated Certificate of Incorporation, in the

manner now or hereafter prescribed by statute, except as provided in Article VII

of this Restated Certificate, and all rights conferred upon the stockholders

herein are granted subject to this right.

 

 

                                   ARTICLE IX

 

         A. To the fullest extent permitted by the Delaware General Corporation

Law as the same exists or as may hereafter be amended, a director of the

Corporation shall not be personally liable to the Corporation or its

stockholders for monetary damages for breach fiduciary duty as a director.

 

         B. The Corporation may indemnify to the fullest extent permitted by law

any person made or threatened to be made a party to an action or proceeding,

whether criminal, civil, administrative or investigative, by reason of the fact

that he, his testator or intestate is or was a director, officer or employee of

the Corporation or any predecessor of the Corporation or serves or served at any

other enterprise as a director, officer or employee at the request of the

corporation or any predecessor to the Corporation.

 

         C. Neither any amendment nor repeal of this Article IX, nor the

adoption of any provision of the Corporation's Certificate of Incorporation

inconsistent with this Article IX, shall eliminate or reduce the effect of this

Article IX, in respect of any matter occurring, or any action or proceeding

accruing or arising or that, but for this Article IX, would accrue or arise,

prior to such amendment, repeal, or adoption of an inconsistent provision.

 

 

                                    ARTICLE X

 

         Meetings of stockholders may be held within or without the State of

Delaware, as the Bylaws may provide. The books of the Corporation may be kept

(subject to any provision contained in the statutes) outside of the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the Bylaws of the Corporation.

 

         The Restated Certificate of Incorporation has been duly adopted by the

stockholders of the Corporation in accordance with the provisions of Sections

242 and 245 of the General Corporation Law of the State of Delaware, as amended.

 

         IN WITNESS WHEREOF, the undersigned have executed this certificate on

April 2, 1993.

 

                                         /s/ Donald S. Cohn

                                         _______________________________________

                                         Donald S. Cohn, President

 

 

                                         /s/ Jeffrey D. Saper

                                         _______________________________________

                                         Jeffrey D. Saper, Secretary

<PAGE>   7

         The undersigned certify under penalty of perjury that they have read

the foregoing Restated Certificate of Incorporation and know the contents

thereof, and that the statements therein are true.

 

         Executed at Palo Alto, California on April 2, 1993.

 

 

 

 

                                           /S/  Donald S. Cohn

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

                                         Donald S. Cohn, President

 

 

                                           /S/  Jeffrey D. Saper

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

                                         Jeffrey D. Saper, Secretary