0001047469-04-009406 Sample Contracts

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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Loan and Security Agreement • March 26th, 2004 • Gander Mountain Co • 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

FIRST AMENDMENT TO GANDER MOUNTAIN COMPANY AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT (Allen L. Dittrich)
Executive Stock Option Agreement • March 26th, 2004 • Gander Mountain Co • 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.

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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