Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (this Agreement) is entered into as of March 1, 2006 (the Effective Date) by and between Gander Mountain Company, a Minnesota corporation (the Company), and Mark R. Baker, a resident of Minnesota (Executive).

A. The Company engages in the business of the retail sale and distribution of hunting, fishing, camping and other outdoor recreational and athletic goods, clothing, equipment, and supplies.

B. The Company has employed Executive as its Chief Executive Officer (CEO) since August 30, 2002.

C. The Company and Executive entered into an Employment Agreement, dated February 2, 2004 (the Prior Agreement), which the Company and Executive desire to cancel and replace with this Agreement.

D. The Company desires to employ Executive, and Executive wishes to be employed, as CEO and President of the Company, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements of the Company and Executive set forth below, the Company and Executive, intending to be legally bound, agree as follows:

1. Employment. Subject to all the terms and conditions of this Agreement, Executives period of employment under this Agreement shall be the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the Initial Term), unless the Executives employment terminates earlier in accordance with Section 8 hereof. Thereafter, unless earlier terminated in accordance with Section 8 hereof, the term ofExecutives employment with the Company shall be automatically extended for successive one-year periods following the expiration of the Initial Term (each, a Renewal Term and, together with the Initial Term, the Term), unless either party gives written notice to the other party at least 90 days prior to the expiration of the Initial Term or any Renewal Term that such party elects not to extend the term of Executives employment.

(a) Employment with the Company. While Executive is employed by the Company during the Term, Executive shall be employed as CEO and President of the Company

and perform such duties and responsibilities as the Board of Directors of the Company (the Board) shall assign to him from time to time.

(b) Performance of Duties and Responsibilities. Executive shall serve the Company faithfully and to the best of his ability and shall devote his full working time, attention and efforts to the business of the Company during his employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the Board. Executive hereby represents and confirms that he is under no contractual or legal commitments that would prevent him from fulfilling his duties and responsibilities as set forth in this Agreement. During his employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent so long as such activities do not interfere with the performance of Executives duties and responsibilities hereunder. Executive may serve as a director of business organizations only as approved by the Board. The parties acknowledge that, as of the date of this Agreement, Executive serves on the board of directors of The Scotts Company.

(c) No Violation of Other Agreements. Executive hereby represents and agrees that neither (i) Executives entering into this Agreement, (ii) Executives employment with the Company, nor (iii) Executives carrying out the provisions of this Agreement, will violate any other agreement (oral, written or other) to which Executive is a party or by which Executive is bound.

(c) Board of Directors. As of the Effective Date, Executive is a director of the Company. Executives continued service, nomination, and election as a director of the Company shall be in accordance with the articles of incorporation and by-laws of the Company as in effect from time to time. Executive shall diligently perform the duties arising from his position as a director of the Company without compensation except as set forth in this Agreement. Executive agrees to resign from the Board promptly upon the termination of his employment with the Company for any reason.

3. Compensation.

(a) Base Salary. While Executive is employed by the Company during the Term, the Company shall pay to Executive a base salary at the rate of Five Hundred Twenty Five Thousand and no/100 Dollars ($525,000.00) per year, less deductions and withholdings, which base salary shall be paid in accordance with the Companys normal payroll policies and procedures. On or before April 1 of each year during the Term, commencing in fiscal year 2006, the Compensation Committee of the Board (the Compensation Committee) shall review Executives performance and may increase (but not reduce) Executives base salary in its sole discretion; provided, however, that the Compensation Committee may reduce Executives base salary by no more than 10% in any twelve-month period if such reduction is part of a general reduction in the base salaries of all executives of the Company and; provided further, that no such reduction shall reduce Executives base salary below the initial base salary set forth in the first sentence of this Section 3(a).

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