Gander Mountain Co Sample Contracts

EMPLOYMENT AGREEMENT (Allen L. Dittrich)
Employment Agreement • February 5th, 2004 • Gander Mountain Co • Minnesota

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 Allen L. Dittrich, a resident of Minnesota ("Executive").

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STOCK PURCHASE AGREEMENT (HOLIDAY STATIONSTORES, INC.)
Stock Purchase Agreement • December 7th, 2007 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2007, is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

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EMPLOYMENT AGREEMENT (Mark R. Baker)
Employment Agreement • March 7th, 2006 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

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”).

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GANDER MOUNTAIN COMPANY EXECUTIVE STOCK OPTION AGREEMENT (Dennis M. Lindahl)
Executive Stock Option Agreement • February 5th, 2004 • Gander Mountain Co • Minnesota

THIS EXECUTIVE STOCK OPTION 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 the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

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AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT
Executive Stock Option Agreement • September 10th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS EXECUTIVE STOCK OPTION AGREEMENT (this “Agreement”) was made and entered into effective as of the 19th day of January, 1998, and is amended and restated effective as of 12:01 a.m. on the 31st day of December, 2000, by and between Gander Mountain Company, a Delaware corporation (the “Company”), and Gary L. Hauger, a resident of the State of Minnesota (“Executive”).

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FUNDING AND INDEMNIFICATION AGREEMENT
Funding and Indemnification Agreement • September 29th, 2009 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS FUNDING AND INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 27, 2009, between Gander Mountain Company, a Minnesota corporation (the “Company”), and Gratco LLC (the “Principal Shareholder”).

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 8th, 2006 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

THIS AGREEMENT is made among (a) Bank of America, N.A. (in such capacity, herein the “Agent”), a national banking association with offices at 40 Broad Street, Boston, Massachusetts 02109, as agent for the ratable benefit of the “Lenders”, who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become “Lenders” in accordance with the provisions of Section 2.22, below; (b) The Lenders; and (c) Gander Mountain Company (the “Borrower”), a Minnesota corporation with its principal executive offices at 180 East 5th Street 13th Floor, St. Paul, Minnesota 55101, in consideration of the mutual covenants contained herein and benefits to be derived herefrom:

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EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (Mark R. Baker)
Repurchase Agreement • March 26th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (this "Agreement") is entered into as of February 2, 2004, to be effective as of January 10, 2003, by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Mark R. Baker, a resident of the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

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TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of December 19, 2001 among Gander Mountain Company, a Delaware corporation having its principal executive offices at 4567 80th Street, Bloomington, Minnesota 55437, (the "Assignor"), and Fleet Retail Finance, Inc., a Delaware corporation having an office at 40 Broad Street, Boston, Massachusetts 02109, as agent (hereinafter, in such capacity, the "Agent") for itself and the other lending institutions (hereinafter, collectively, the "Revolving Credit Lenders") which are, or may in the future become, parties to a Loan and Security Agreement dated as of December 19, 2001 (as amended and in effect from time to time, the "Loan and Security Agreement"), among the Assignor, the Revolving Credit Lenders and the Agent.

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FORM OF UNDERWRITING AGREEMENT] GANDER MOUNTAIN COMPANY Shares Common Stock UNDERWRITING AGREEMENT dated , 2004 Banc of America Securities LLC William Blair & Company, L.L.C. Piper Jaffray & Co.
Underwriting Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • New York

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • February 5th, 2004 • Gander Mountain Co • Wisconsin

THIS AGREEMENT is made and entered into as of the 16 day of May, 1996, by and between CABELA'S INCORPORATED, a Nebraska corporation ("Cabela's"), GANDER MOUNTAIN, INC., a Wisconsin corporation ("GMI"), and GMO, Inc., a Wisconsin corporation and a wholly owned subsidiary of GMI ("GMO") (GMI and GMO are collectively herein referred to as "Gander Mountain").

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SECOND AMENDED AND RESTATED EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (Allen L. Dittrich)
Executive Transfer and Repurchase Agreement • March 26th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS SECOND AMENDED AND RESTATED EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (this "Agreement") is entered into as of February 2, 2004, by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Allen L. Dittrich, a resident of the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 17th, 2005 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota
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LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ADMINISTRATIVE, DOCUMENTATION AND COLLATERAL AGENT FOR THE LENDERS REFERENCED HEREIN GANDER MOUNTAIN COMPANY THE BORROWER FLEET SECURITIES INC. THE LEAD ARRANGER FOOTHILL CAPITAL CORPORATION THE...
Loan and Security Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

THIS AGREEMENT is made among Fleet Retail Finance Inc. (in such capacity, herein the "Agent"), a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, as agent for the ratable benefit of the "Revolving Credit Lenders", who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become "Revolving Credit Lenders" in accordance with the provisions of Section 2.22, below; The Revolving Credit Lenders; and Gander Mountain Company (the "Borrower"), a Delaware corporation with its principal executive offices at 4567 West 80 Street, Bloomington, Minnesota 55437, in consideration of the mutual covenants contained herein and benefits to be derived herefrom,

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GANDER MOUNTAIN COMPANY REGISTRATION RIGHTS AGREEMENT Dated as of March 11, 2004
Registration Rights Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

This Agreement, dated as of March 11, 2004, is by and among Gander Mountain Company, a Minnesota corporation (the "Company"), and the Investors (as defined below).

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AMENDMENT AGREEMENT NO. 3 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

This AMENDMENT AGREEMENT NO. 3 (this "Amendment"), dated as of January 2, 2004, is among GANDER MOUNTAIN COMPANY (the "Borrower"), FLEET RETAIL FINANCE INC. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the "Revolving Credit Lenders"), and FLEET RETAIL FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

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GANDER MOUNTAIN COMPANY FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT
Executive Stock Option Agreement • September 10th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores

This First Amendment to Amended and Restated Executive Stock Option Agreement is made and entered into effective as of April 2, 2003, by Gander Mountain Company, a Delaware corporation (“Company”) and Gary L. Hauger, a resident of the State of Minnesota (“Hauger”).

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TERM LOAN AGREEMENT
Term Loan Agreement • June 17th, 2008 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THE PROMISSORY NOTE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE PROMISSORY NOTE UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

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AMENDMENT AGREEMENT NO. 4 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 13th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

This AMENDMENT AGREEMENT NO. 4 (this “Amendment”), dated as of July 21, 2004, is among GANDER MOUNTAIN COMPANY (the “Borrower”), FLEET RETAIL GROUP, INC. (f/k/a Fleet Retail Finance, Inc.) and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the “Revolving Credit Lenders”), and FLEET RETAIL GROUP, INC. as agent (the “Agent”) for itself and the other Revolving Credit Lenders.

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AMENDMENT AGREEMENT NO. 1 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

This AMENDMENT AGREEMENT NO. 1 (this "Amendment"), dated as of May 23, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), FLEET RETAIL FINANCE INC. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the "Revolving Credit Lenders"), and FLEET RETAIL FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

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AMENDMENT AGREEMENT NO. 2 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of June 4, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), FLEET RETAIL FINANCE INC. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the "Revolving Credit Lenders"), and FLEET RETAIL FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

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AMENDMENT AGREEMENT NO. 1 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

This AMENDMENT AGREEMENT NO. 1 (this "Amendment"), dated as of May 23, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), FLEET RETAIL FINANCE INC. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the "Revolving Credit Lenders"), and FLEET RETAIL FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

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Gander Mountain Co • March 26th, 2004 • Retail-miscellaneous shopping goods stores

RE: Loan and Security Agreement Dated as of December 19, 2001 as Amended May 23, 2003, June 4, 2003 and January 2, 2004 (the "Loan and Security Agreement") among Gander Mountain Company ("Borrower"), Fleet Retail Finance Inc. and the Other Lending Institutions From Time to Time Party to the Loan and Security Agreement ("Revolving Credit Lenders") and Fleet Retail Finance Inc. as Agent ("Agent") for Itself and the Other Revolving Credit Lenders

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

INTERCREDITOR AGREEMENT (this "Intercreditor Agreement"), dated as of December 19, 2001, among FLEET RETAIL FINANCE INC., a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the "Agent") for the Revolving Credit Lenders (as hereinafter defined), HOLIDAY COMPANIES, a Minnesota corporation having a principal place of business at 4567 West 80th Street, Bloomington, Minnesota 55437 (the "Subordinating Creditor"), and GANDER MOUNTAIN COMPANY, a Delaware corporation having its principal executive offices at 4567 West 80th Street, Bloomington, Minnesota 55437 (the "Borrower").

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LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ADMINISTRATIVE, DOCUMENTATION AND COLLATERAL AGENT FOR THE LENDERS REFERENCED HEREIN GANDER MOUNTAIN COMPANY THE BORROWER FLEET SECURITIES INC. THE LEAD ARRANGER FOOTHILL CAPITAL CORPORATION THE...
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

THIS AGREEMENT is made among Fleet Retail Finance Inc. (in such capacity, herein the "Agent"), a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, as agent for the ratable benefit of the "Revolving Credit Lenders", who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become "Revolving Credit Lenders" in accordance with the provisions of Section 2.22, below; The Revolving Credit Lenders; and Gander Mountain Company (the "Borrower"), a Delaware corporation with its principal executive offices at 4567 West 80 Street, Bloomington, Minnesota 55437, in consideration of the mutual covenants contained herein and benefits to be derived herefrom,

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AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT (Holiday Companies / Gander Mountain Company)
Shared Services Agreement • March 18th, 2005 • Gander Mountain Co • Retail-miscellaneous shopping goods stores

This AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT (this “Amendment No. 1”) is entered into as of March 17, 2005 by and between HOLIDAY COMPANIES, a Minnesota corporation (“Holiday”), and GANDER MOUNTAIN COMPANY, a Minnesota corporation (“Gander Mountain”).

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FIRST AMENDMENT TO GANDER MOUNTAIN COMPANY AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT (Allen L. Dittrich)
Gander Mountain Co • March 26th, 2004 • Retail-miscellaneous shopping goods stores

THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of February 2, 2004, by and between Gander Mountain Company, a Minnesota corporation (the "Company") and Allen L. Dittrich, a resident of the State of Minnesota (the "Executive"). Any reference in this Amendment to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

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AMENDMENT TO EMPLOYMENT AGREEMENT (Dennis M. Lindahl)
Employment Agreement • January 24th, 2007 • Gander Mountain Co • Retail-miscellaneous shopping goods stores

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into effective January 24, 2007 by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and Dennis M. Lindahl, a resident of Minnesota (“Executive”).

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GANDER MOUNTAIN COMPANY Non-Statutory Stock Option Agreement (Director)
Gander Mountain Company • September 10th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

This is a Non-Statutory Stock Option Agreement (the “Agreement”) between Gander Mountain Company, a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

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AMENDMENT AGREEMENT NO. 2 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of June 4, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), FLEET RETAIL FINANCE INC. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the "Revolving Credit Lenders"), and FLEET RETAIL FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

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GANDER MOUNTAIN COMPANY FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT
Executive Stock Option Agreement • September 10th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores

This First Amendment to Amended and Restated Executive Stock Option Agreement is made and entered into effective as of May 6, 2002, by Gander Mountain Company, a Delaware corporation (“Company”) and Robert L. Klein, a resident of the State of Minnesota (“Klein”).

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FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 7th, 2007 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Massachusetts

THIS AGREEMENT is made among (a) Bank of America, N.A., a national banking association with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the “Agent”) for the ratable benefit of the lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); (b) the Lenders; (c) Gander Mountain Company (“Gander”), a Minnesota corporation with its principal executive offices at 180 East Fifth Street, Suite 1300, St. Paul, Minnesota 55101; (d) Overton’s Holding Company (“Holdings”), a Delaware corporation having its principal executive office at 180 East Fifth Street, Suite 1300, St. Paul, Minnesota 55101; (e) Overton’s Acquisition Corp. (“OAC”), a Delaware corporation having its principal executive office at 111 Red Banks Road, Greenville, North Carolina 27835; (f) Overton’s, Inc. (“Overton”), a North Carolina corporation with its principal executive offices at 111 Red Banks Road, Greenville, North Carolina 27835; (g

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EMPLOYMENT AGREEMENT (Michael Owens)
Employment Agreement • January 13th, 2009 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 9, 2009 (the “Effective Date”) by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and Michael Owens, a resident of Missouri (“Executive”).

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GANDER MOUNTAIN COMPANY Incentive Stock Option Agreement
Incentive Stock Option Agreement • September 10th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

This is an Incentive Stock Option Agreement (the “Agreement”) between Gander Mountain Company, a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

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GANDER MOUNTAIN COMPANY AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT
Executive Stock Option Agreement • March 26th, 2004 • Gander Mountain Co • Retail-miscellaneous shopping goods stores • Minnesota

THIS EXECUTIVE STOCK OPTION AGREEMENT (this "Agreement") was made and entered into effective as of the 1st day of April, 1998, and is amended and restated effective as of 12:01 a.m. on the 31st day of December, 2000, by and between Gander Mountain Company, a Delaware corporation (the "Company"), and Al Dittrich, a resident of the State of Minnesota ("Executive").

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