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Title: |
Employment Agreement |
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Date: |
2004 |
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Preview shows 9KB of 40KB total |
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Price: |
$31 |
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ID: |
#1212030 |
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EMPLOYMENT AGREEMENT
(Dennis M. Lindahl)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of February 2, 2004 by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Dennis M. Lindahl, a resident of Minnesota ("Executive").
RECITALS
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. Executive is currently employed by the Company as its Executive Vice President and Chief Financial Officer ("CFO").
C. The Company is preparing for an initial public offering of shares of the Company's common stock registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "IPO").
D. The Company desires to employ Executive, and Executive wishes to be employed, as Executive Vice President and CFO of the Company following the IPO, on the terms and conditions set forth in this Agreement.
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. Effective Date. The terms and conditions of Executive's employment hereunder shall become effective upon completion and closing, on or before July 1, 2004, of the IPO (the "Effective Date"). Notwithstanding the preceding sentence, the terms and conditions of Executive's employment hereunder shall not become effective and this Agreement shall immediately terminate if, prior to the Effective Date, any of the following shall occur: (a) Executive resigns from his employment with the Company, (b) the death or Disability (as defined in Section 10 hereof) of Executive, (c) the Company decides not to proceed with the IPO, (d) if the Company files a Registration Statement on Form S-1 on file with the Securities and Exchange Commission relating to an IPO, the subsequent withdrawal of such Registration Statement prior to its effectiveness, or (e) Executive's employment is terminated by the Company. Neither Executive nor the Company may revoke or cancel this Agreement prior to the Effective Date without written agreement of the other party.
2. Employment. Subject to all the terms and conditions of this Agreement, Executive's period of employment under this Agreement shall be the period commencing on the Effective Date and ending on April 30, 2007 (the "Term"), unless the Executive's employment terminates earlier in accordance with Section 9 hereof. Thereafter, if Executive continues in the employ of the Company, the employment relationship shall continue to be at will, terminable by either Executive or the Company at any time and for any reason, with or without cause, and subject to such terms and conditions established by the Company from time to time.
3. Position and Duties.
(a) Employment with the Company. While Executive is employed by the Company during the Term, Executive shall be employed as Executive Vice President and CFO of the Company, or with such other title as the Company may designate, and shall perform such duties and responsibilities as the Company 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's duties shall include service as a consultant to Holiday Companies for an average of approximately two days in each month, or as otherwise directed by the Company. Executive shall report to the Company's Chief Executive Officer or to such other person as designated by the Company. 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 of Directors of the Company ("the Board"). Executive may participate in charitable activities and personal investment activities to a reasonable extent, and he may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of his duties and responsibilities hereunder.
4. 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 Three Hundred Twenty Five Thousand and no/100 Dollars ($325,000.00) per year, less deductions and withholdings, which base salary shall be paid in accordance with the Company's normal payroll policies and procedures. On or before April 1 of each year during the Term, commencing in fiscal year 2005, the Company shall review Executive's performance and may increase (but not reduce) Executive's base salary in its sole discretion; provided, however, that the Company may reduce Executive's base salary if such reduction is part of a general reduction in the base salaries of all executives of the Company.
(b) Incentive Bonus. Commencing with fiscal year 2004 and for each full fiscal year thereafter that Executive is employed by the Company during the Term, Executive shall be eligible for an annual incentive bonus in an amount up to 50% of the annual base salary paid to Executive for such fiscal year, based upon achievement of defined goals mutually agreed upon by Executive and the Compensation Committee and in accordance with the terms of any incentive plan of the Company in effect from time to time (the "Incentive Bonus"). The level of achievement of the objectives each year and the amount payable as Incentive Bonus shall be determined in good faith by the Compensation Committee. Any Incentive Bonus earned in a fiscal year shall be paid to Executive on or before the April 1 following the last day of such fiscal year.
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