**Exhibit10.7**

**AMENDEDAND RESTATEDRETENTION AGREEMENT**
| **DATE:**    |   | October 9, 2006             |                   |
|--------------|--------|-----------------------------|------------------------|
| ** **   |   |                        |                   |
| **PARTIES:** |   | Golf Galaxy, Inc.           | (“Company”)  |
|         |   | 7275 Flying Cloud Drive     |                   |
|         |   | Eden Prairie, MN 55344      |                   |
|         |   |                        |                   |
|         |   | Gregory B. Maanum           | (“Employee”) |
|         |   | 8040 Acorn Lane             |                   |
|         |   | Chanhassen, Minnesota 55317 |                   |
|              |        |                             |                        |  |  |

 

**RECITALS**

A.           Employeeis employed by the Company;

B.             TheBoard of Directors wishes to plan for the possibility of a change in controland to ensure Employee’s continued dedication and efforts in such event withoutundue concern for personal financial and employment security;

C.             TheCompany wishes to provide Employee with an eighteen (18) - month severanceperiod rather than the six (6) month severance period provided in that certainRetention Agreement between Company and Employee dated December 31, 1997 (the “1997Retention Agreement”);

D.            Theparties hereto desire to fulfill the above purpose according to the terms setforth in this Agreement; and

E.              Followingexecution of this Agreement, the 1997 Retention Agreement shall terminate andbe of no further force or effect.

**AGREEMENT**

In consideration for themutual covenants set forth in this Agreement and other good and valuableconsideration, the sufficiency of which is hereby acknowledged, the parties tothis Agreement agree as follows:

1.                                       Definitions.The following words and phrases as used in this Agreement shall have thefollowing respective meanings.

a)                                      atermination of employment for ***Cause*** is atermination precipitated by Employee’s:

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i)                                         TheEmployee shall commit any breach or violation of any of the Employee’srepresentations or covenants under this Agreement or under any employmentagreement with the Company, which breach continues for a period of ten (10)days following notice thereof from the Company (except in the event of a breachof any provisions of this Agreement or of any employment agreement or otheragreement relating to confidentiality, loyalty, noncompetition ornoninducement, which shall require no notice to Employee prior to termination;

ii)                                      TheEmployee shall willfully and continually fail to substantially perform Employee’sduties with the Company (other than due to incapacity resulting from physicalor mental illness) which failure has continued for at least 30 days followingreceipt by Employee of written notice specifying the failure to substantiallyperform;

iii)                                   TheEmployee shall willfully engage in conduct that is demonstrably and materiallyinjurious to the Company, monetarily or otherwise, which injurious conduct hascontinued for at least 30 days following Employee’s receipt of written noticespecifying the injurious conduct and offering Employee the opportunity toexplain the conduct to the Board.

iv)                                  TheEmployee shall, in the performance of the Employee’s duties under any employmentagreement, engage in any act of misconduct, including misconduct involvingmoral turpitude, which is injurious to the Company;

v)                                     TheEmployee shall violate or willfully refuse to obey the lawful and reasonableinstructions of the Board of the Company, provided that suchinstructions are not in violation of this Agreement or any employment agreementbetween the Employee and the Company.

vi)                                  TheEmployee shall become disabled during the Term (the Employee shall be deemed tobe disabled if the Employee is unable to perform the material functions ofEmployee’s position with the Company, with or without reasonable accommodation,by reason of a physical or mental infirmity, for a period of ninety (90)consecutive days within any 180-day period).

vii)                               TheEmployee shall die during the Term of this Agreement.

b)            A ***Changein Control*** shall be deemed to occur:

i)                                         ifany person other than persons owning more than five percent of the Company’ssecurities on July 28, 2005 is or becomes the “beneficial owner” (as defined inRule 13d-3 of the Securities Exchange Act of 1934), directly or indirectly, ofsecurities of the Company representing 50% or

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more of the combined voting power of the Company’sthen outstanding securities;

ii)                                      uponthe approval by the Company’s stockholders and the consummation of aTransaction; or

iii)                                   if,during any period, members of the Incumbent Board cease for any reason toconstitute at least a majority of the Board.

Notwithstanding the foregoing, a Change in Controlpursuant to subparagraphs (ii) and (iii) above shall not be deemed to occur ifimmediately following the consummation of a Transaction or other event approvedby the Incumbent Board, holders of the Company’s voting securities immediatelyprior to a Transaction either continue to own at least 50% of the combinedvoting power of the Company’s then outstanding voting securities representingat least 50% of the combined voting power of each surviving entity after aTransaction.

c)                                      ***Code*** means the Internal Revenue Codeof 1986, as amended.

d)                                     Terminationof employment by Employee for ***Good Reason***isa termination of employment due to the occurrence of any one of the followingevents or conditions:

i)                                         amaterial change in Employee’s title, position or responsibilities whichrepresents a substantial reduction of the title, position or responsibilitiesin effect immediately prior to the change; the assignment of Employee to aposition which requires Employee to relocate permanently to a site outside ofthe Minneapolis-St. Paul metropolitan area; the assignment to Employee of anyduties or responsibilities (other than due to a promotion) which areinconsistent with such title, position or responsibilities; or any removal ofEmployee from or failure to reappoint or reelect Employee to any of suchpositions, except in connection with the termination of employment for Cause,as a result of permanent disability (as determined by Employee’s eligibility toreceive disability benefits under any long-term disability plan the Company maythen have in effect), as a result of Employee’s death, or by Employee otherthan for Good Reason; or

ii)                                      anymaterial breach by the Company of any provision of this Agreement.

e)                                      The***Incumbent Board*** consists of themembers of the Board of Directors of the Company as of the date of thisAgreement, to the extent they continue to serve as Board members and anyindividual who becomes a Board member after the date of this Agreement if (i)his or her election or nomination as a director was approved by a vote of atleast two thirds of the then incumbent Board and such person does not own morethan 20% of the Company’s securities, or (ii) such

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individual is a representative of an institutional investor that eitherowns less than 20% of the Company’s securities or was represented on the Boardas of the date of this Agreement.

f)                                        The***Severance Period*** is the eighteen(18) - month period beginning on the date of termination of Employee’semployment.

g)                                     A***Transaction*** means a merger orconsolidation, reorganization, distribution of assets to stockholders byspin-off, split-up or otherwise, a sale or disposition of all or substantiallyall of the Company’s assets or a liquidation or dissolution of the Company.

2.                                       Severance.

a)                                      Employeeshall be entitled to receive from the Company severance benefits in the amountprovided in subsection (b) below, if (x) in connection with a Change inControl, (y) within 90 days prior to a Change in Control, or (z) within oneyear after a Change in Control, Employee’s employment with the Company isterminated; provided, however, that Employee will not be entitled to anyseverance benefit if Employee’s termination of employment is (i) for Cause, or(ii) initiated by Employee for other than Good Reason. Notwithstanding anyother provision of this Agreement, the consummation of a Transaction in itselfshall not be deemed a termination of employment entitling Employee to severancebenefits hereunder even if such event results in Employee being employed by adifferent entity which assumes the Company’s obligations under this Agreement.

b)                                     IfEmployee’s services are terminated, entitling Employee to severance benefitspursuant to subsection a. above, Employee shall be entitled to the followingbenefits:

i)                                         Duringthe Severance Period, the Company shall continue to pay to Employee the annualbase salary payable to Employee at the rate and according to the paymentschedule in place immediately prior to the termination of employment, subjectto federal and state withholding, FICA, FUTA and withholding for all other applicabletaxes;

ii)                                      Duringthe Severance Period, the Company shall continue on behalf of Employee (andEmployee’s dependents and beneficiaries), life insurance, disability insurance,medical and dental benefits and any/all other benefits which were being providedto Employee at the time of termination of employment and the expense shall beallocated between the Company and Employee on the same basis as prior to thedate of termination of employment. The benefits provided pursuant to thissubsection (ii) shall be no less favorable to Employee than the coverageprovided to Employee under the plans providing such benefits at the time noticeof termination was given to Employee. The obligation of the Company under this

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subsection (ii) shall be limited to the extent thatEmployee obtains any such benefits pursuant to a subsequent employee’s benefitplans, in which case the Company may reduce the coverage of any benefit it isrequired to provide Employee under this subsection (ii) as long as theaggregate coverage of the combined benefit plans is no less favorable toEmployee, in terms of amounts and deductibles and costs to Employee, than thecoverage required to be provided under this subsection (ii) as long as theaggregate coverage of the combined benefit plans is no less favorable toEmployee, in terms of amounts and deductibles and costs to Employee, than thecoverage required to be provided under this subsection (ii). This subsection(ii) shall not be interpreted so as to limit any benefits to which Employee (orEmployee’s dependents or beneficiaries) are entitled under any of the Company’semployee benefit plans, programs or practices following Employee’s date oftermination of employment. The provision of continued benefits to Employeeunder this subsection (ii) shall not deprive Employee of any independentstatutory right to continue benefits coverage pursuant to Sections 601 through606 of the Employee Retirement Income Security Act of 1974, as amended; and

iii)                                   Forthe Company’s fiscal year in which Employee’s employment is terminated, theCompany shall pay Employee such bonus, if any, equal to the amount found bymultiplying (x) the lesser of (i) such amounts as Employee would have receivedbased on the Company’s actual results pursuant to any bonus plan in effectduring such fiscal year and (ii) such amounts as Employee would have receivedbased on the Company’s achieving 100% of its financial targets as reflected insuch bonus plan (in each case as though Employee had been employed the fullfiscal year) by (y) a fraction, the numerator of which is the number of days inthe applicable fiscal year through the date of Employee’s termination and thedenominator of which is 365.  All bonusespayable pursuant to this subsection (iii) shall be payable to Employee at suchtime as bonuses for such period are paid to Company employees under such bonusplan generally.

iv)                                  Inthe event the Employee is employed under any employment agreement with theCompany which also provides for severance payments upon termination of Employee’semployment under certain circumstances, and if Employee is entitled to receiveseverance payments and/or benefits thereunder, then the severance paymentsand/or benefits provided hereunder shall be reduced on a dollar-for-dollarbasis by the severance payments and/or benefits provided under the employmentagreement; it being the intention of the parties hereto that the Employee shallonly be entitled to receive “one” set of severance payments and benefits underany circumstances.

(c)**                                 **Notwithstandinganything in this Agreement or elsewhere to the contrary:

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(a)           Ifpayment or provision of any amount or other benefit that is “deferredcompensation” subject to Section 409A of the Code at the time otherwisespecified in this Agreement or elsewhere would subject such amount or benefitto additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if paymentor provision thereof at a later date would avoid any such additional tax, thenthe payment or provision thereof shall be postponed to the earliest date onwhich such amount or benefit can be paid or provided without incurring any suchadditional tax.  In the event thisSection 2 requires a deferral of any payment, such payment shall be accumulatedand paid in a single lump sum on such earliest date together with interest forthe period of delay, compounded annually, equal to the prime rate (as publishedin The Wall Street Journal), and in effect as of the date the payment shouldotherwise have been provided.

(b)           Ifany payment or benefit permitted or required under this Agreement, orotherwise, is reasonably determined by either party to be subject for anyreason to a material risk of additional tax pursuant to Section 409A(a)(1)(B)of the Code, then the parties shall promptly agree in good faith on appropriateprovisions to avoid such risk without materially changing the economic value ofthis Agreement to either party.

3.                                       Accelerationof Options. In the event the Employee is entitled to severance benefitsfollowing the occurrence of a Change in Control, all of Employee’s rights toexercise option(s) granted under Company’s stock option plan and held byEmployee at the time of the Change in Control shall immediately vest resultingin these option(s) becoming immediately exerciseable for the period specifiedin the section of the respective option(s) relating to vesting of options inthe event of termination of employment, or, if no period is so specified, thenfor six (6) months, after which time the option(s) shall expire.

4.                                       Termof Agreement (the “Term”). This Agreement shall continue in full force andeffect until terminated as provided in this section. This Agreement shallterminate on the earlier of:

a)                                      theApril 1st of any year after 2007, if the Board by the affirmative vote of amajority of its members prior to January 1 of such year and prior to theoccurrence or active consideration of a specific Change in Control has voted toterminate this Agreement; or

b)                                     ifEmployee’s services are terminated more than 90 days prior to the occurrence ofa Change in Control or after the first anniversary of a Change in Control, thedate of such termination of services; or

c)                                      ifEmployee’s services are terminated upon or within the first year following aChange in Control under circumstances where Employee would not be entitled toseverance benefits pursuant to this Agreement, the date of such termination ofservices; or

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d)                                     aftera Change in Control, the date on which any successor to the Company hasperformed all of its obligations under Section 2 of this Agreement and Employeehas performed all of Employee’s obligations under Section 5 of this Agreement.

5.                                       Agreementnot to Compete and not to Solicit.

a)              In furtherconsideration of the compensation to be paid to Employee hereunder, Executiveacknowledges that during the course of his employment with the Company he hasbecome familiar with the Company’s trade secrets and with other ConfidentialInformation (as defined herein) concerning the Company and that his serviceshave been and shall be of special, unique and extraordinary value to theCompany, and therefore, Employee agrees that, during the period of hisemployment with the Company and for a period of eighteen (18) months thereafter(the “Noncompete Period”), he shall not, without the Company’s prior writtenconsent, directly or indirectly, own, manage, operate, join, control orparticipate in the ownership, management, operation or control of, or beconnected as a director, officer, employee, partner, consultant or otherwisewith, any business or organization in the United States, Canada or Mexico thatsells or markets golf equipment, apparel, accessories or services directly toconsumers, whether through retail or direct marketing channels, including, butnot limited to catalogs and the internet (a “Competitive Business”); provided,however, that nothing herein shall prohibit Employee from (i) being a passiveowner of not more than 2% of the outstanding stock of any class of acorporation which is publicly traded, so long as Executive has no activeparticipation in the business of such corporation; or (ii) becoming involvedwith a business or organization for which activities comprising a CompetitiveBusiness do not represent  more than $10million in revenues or more than 10% of such business or organization’s totalrevenues. If, at the time of enforcement of this paragraph 5, a court shallhold that the duration, scope or area restrictions stated herein areunreasonable under circumstances then existing, the parties agree that themaximum duration, scope or area reasonable under such circumstances shall besubstituted for the stated duration, scope or area and that the court shall beallowed to revise the restrictions contained herein to cover the maximumperiod, scope and area permitted by law. Employee acknowledges that the restrictions contained in this paragraph5 are reasonable and that he has reviewed the provisions of this Agreement withhis legal counsel.

## b)             During the period of Employee’s employment with the Company and for aperiod of two (2) years thereafter (the “Non-Solicit Period”), Employee shallnot directly or indirectly through another person or entity (i) induce orattempt to induce any employee of the Company to leave the employ of theCompany, or in any way interfere with the relationship between the Company andany employee thereof, (ii) hire any person who was an employee of the Companyat any time during the period of Employee’s employment with the Company or(iii) induce or attempt to induce any customer, supplier, licensee, licensor,franchisee or other business relation of the Company to cease doing businesswith the Company, or in any way interfere with the

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## relationship between any such customer, supplier,licensee or business relation and the Company (including, without limitation,making any negative or disparaging statements or communications regarding theCompany).

## c)              In the event of the breach or a threatened breach by Employee of any ofthe provisions of this paragraph 5, the Company would suffer irreparable harm,and in addition and supplementary to other rights and remedies existing in itsfavor, the Company shall be entitled to specific performance and/or injunctiveor other equitable relief from a court of competent jurisdiction in order toenforce or prevent any violations of the provisions hereof (without posting abond or other security).  In addition, inthe event of an alleged breach or violation by Employee of this paragraph 5,the Noncompete Period and the Non-Solicit Period shall be tolled until suchbreach or violation has been duly cured.

6.                                       Confidentialityand Loyalty. Employee acknowledges that, during the course of Employee’semployment Employee will produce and have access to materials, records, dataand information not generally available to the public regarding the Company,its customers and affiliates (collectively “Confidential Information”).Accordingly, during and subsequent to the termination of this Agreement,Employee shall hold in confidence and not directly or indirectly disclose, use,copy or make lists of any Confidential Information, except to the extentauthorized in writing by the Company, or as required by law or any competentadministrative agency or as otherwise is reasonably necessary or appropriate inconnection with the performance by Employee of his duties pursuant to thisAgreement. Upon termination of Employee’s employment under this Agreement,Employee shall promptly deliver to the Company (i) all records, manuals, books,documents, client lists, letters, reports, data, tables, calculations and allcopies of any of the foregoing which are the property of the Company or whichrelate in any way to the business or practices of the Company, and (ii) allother property of the Company and Confidential Information which in any ofthese cases are in his possession or under his control.

7.                                       Remedies.Employee agrees and understands that any breach of any of the covenants oragreements set forth in Sections 5 or 6 of this Agreement will cause theCompany irreparable harm for which there is no adequate remedy at law, and,without limiting whatever other rights and remedies the Company may have underthis Agreement, Employee consents to the issuance of an injunction in favor ofthe Company enjoining the breach of any of the aforesaid covenants or agreementsby any court of competent jurisdiction. If any or all of the aforesaidcovenants or agreements are held to be unenforceable because of the scope orduration of such covenant or agreement, the parties agree that the court makingsuch determination shall have the power to reduce or modify the scope and/orduration of such covenant to the extent that allows the maximum scope and/orduration permitted by applicable law.

8.                                       Successors.This Agreement shall bind, and may be enforced by, any successor (whether director indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Company, in the same mannerand to the same extent

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that the Company would be obligated under or entitled to enforce thisAgreement if no succession had taken place. In the case of any Transaction inwhich a successor would not by the foregoing provision or by operation of lawbe bound by this Agreement, the Company shall use its best efforts to requiresuch successor expressly and unconditionally to assume and agree to perform theCompany’s obligations under this Agreement, in the same manner and to the sameextent that the Company would be required to perform if no such succession hadtaken place unless the Company previously arranged to establish an escrow tosatisfy its obligations hereunder.

9.                                       EntireAgreement. This Agreement contains the entire understanding of the partieshereto in respect of the subject matter hereof and supersedes all prioragreements and understandings between the parties with respect to such subjectmatter; provided, that the parties acknowledge that they have also entered intoan employment agreement of even date herewith which also provides for severancepayments and/or benefits upon termination of Employee’s employment for certaincircumstances and that pursuant to Section 2.(b)(iv) of this Agreement, theseverance payments and/or benefits provided hereunder shall be reduced on adollar for dollar basis by the severance payments and/or benefits providedunder such Employment Agreement, it being the intention of the parties heretothat they Employee shall only be entitled to receive “one” set of severancepayments and benefits under any circumstances.

10.                                 Assignment.This Agreement shall not be assignable by Employee. Any and all assignments ofthis Agreement or any interest therein not made in accordance with thisparagraph shall be void.

11.                                 NoWaiver. Any waiver of any term or condition of this Agreement by eitherparty shall not operate as a waiver of any continued breach of such term orcondition, or any other term or condition, nor shall any failure to enforce aprovision of this Agreement operate as a waiver of such provision or of anyother provision of this Agreement.

12.                                 Captions.The captions and headings of this Agreement are for convenience only and shallin no way limit or otherwise effect any of the terms or provisions containedherein.

13.                                 Severability.Should any provision of this Agreement, or its application, to any extent byheld invalid or unenforceable, the remainder of this Agreement and itsapplication, excluding such invalid or unenforceable provisions shall not beaffected by such exclusion and shall continue valid and enforceable to thefullest extent permitted by law or equity.

14.                                 GoverningLaw. This Agreement shall for all purposes be governed and interpreted inaccordance with the laws of the State of Minnesota, without regard to itsprinciples of conflicts of laws.

15.                                 Arbitration.The Company and Employee agree that any claim or controversy that arises out ofor relates to this Agreement, or the breach of it by either party, will besettled by arbitration in the City of Minneapolis, Minnesota, in accordancewith the rules then

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obtaining of the American Arbitration Association, and the awardrendered pursuant to such arbitration shall be final, binding and conclusive asto the Company and Employee, and judgment upon such award may be enteredwithout notice and enforced in any court having jurisdiction. Costs ofarbitration (excluding the costs of each party’s own counsel or advisors) shallbe borne equally by the Company and Employee. Notwithstanding the foregoing,the Company shall have the right to submit any claim against Employee arisingout of any provision of Section 5 and 6 hereof to any court of competentjurisdiction in Hennepin County, Minnesota, in lieu of seeking arbitrationpursuant to this Section.

16.                                 Terminationof 1997 Retention Agreement. Effective the date of this Agreement, the 1997Retention Agreement shall terminate and be of no further force and effect, andshall be superseded and replaced in its entirety by this Agreement.

Each of theparties hereto have executed this Agreement in the manner appropriate to each,all as of the date first above written.
| **GOLF GALAXY, INC.** | ** **                            | **EMPLOYEE** |
|-----------------------|---------------------------------------|--------------|
|                  |                                  |         |
|                  |                                  |         |
| By:                   | /s/ RANDALL K. ZANATTA                |         | /s/ GREGORY B. MAANUM |
| Its:                  | President and Chief Executive Officer |         | Gregory B. Maanum |
|                       |                                       |              |  |  |

 

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