0000950134-06-009070 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2006 • Sportsmans Guide Inc • Retail-catalog & mail-order houses • Minnesota

THIS EMPLOYMENT AGREEMENT is made and entered into as of the 4th day of May, 2006, by and between The Sportsman’s Guide, Inc., a Minnesota corporation (the “Company”), and John Casler (“Employee”), under the following circumstances:

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AGREEMENT AND PLAN OF MERGER BY AND AMONG VLP CORPORATION, PANTHER SUBCORP, INC., a wholly owned direct subsidiary of VLP Corporation, and THE SPORTSMAN’S GUIDE, INC. May 4, 2006
Merger Agreement • May 8th, 2006 • Sportsmans Guide Inc • Retail-catalog & mail-order houses • New York

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 4th day of May 2006, by and among VLP Corporation, a Delaware corporation (“Panther”), Panther Subcorp, Inc., a Minnesota corporation and a wholly owned subsidiary of Panther (“Subcorp”), and The Sportsman’s Guide, Inc., a Minnesota corporation (“Garfield”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • May 8th, 2006 • Sportsmans Guide Inc • Retail-catalog & mail-order houses • Minnesota

AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 4, 2006, to the Rights Agreement dated as of May 11, 1999 between The Sportsman’s Guide, Inc. and Wells Fargo Bank, National Association, as successor to Norwest Bank Minnesota, N.A., as Rights Agent (the “Rights Agent”).

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