**Exhibit10.9**

**RETENTIONAGREEMENT**
| **DATE:**    |   | October 9, 2006                                        |                  |   |
|--------------|--------|--------------------------------------------------------|-----------------------|--------|
| ** **   |   |                                                   |                  |   |
| **PARTIES:** |   | Golf Galaxy, Inc.                                      | (“Company”) |   |
|         |   | 7275 Flying Cloud Drive                                |                  |   |
|         |   | Eden Prairie, MN 55344                                 |                  |   |
|         |   |                                                   |                  |   |
|         |   | Ronald G. Hornbaker   (“Employee”) |                  |   |
|         |   | 2994 Aldine Street                                     |                  |   |
|         |   | Roseville, MN 55113                                    |                  |   |
|              |        |                                                        |                       |        |  |

 

**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; and

C.             Theparties hereto desire to fulfill the above purpose according to the terms setforth in this Agreement.

**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:

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;

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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 anyemployment agreement, engage in any act of misconduct, including misconductinvolving moral 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 more of the combined voting powerof the Company’s then 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.

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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 individual is arepresentative of an institutional investor that either owns less than 20% ofthe Company’s securities or was represented on the Board as of the date of thisAgreement.

f)                                        The***Severance Period*** is the twelve (12)- month period beginning on the date of termination of Employee’s employment.

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

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or substantially all of the Company’s assets or a liquidation or dissolutionof 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 otherapplicable taxes;

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 beingprovided to Employee at the time of termination of employment and the expenseshall be allocated between the Company and Employee on the same basis as priorto the date of termination of employment. The benefits provided pursuant tothis subsection (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 thissubsection (ii) shall be limited to the extent that Employee obtains any suchbenefits pursuant to a subsequent employee’s benefit plans, in which case theCompany may reduce the coverage of any benefit it is required to provideEmployee under this subsection (ii) as long as the aggregate coverage of thecombined benefit plans is no less favorable to Employee, in terms of amountsand deductibles and costs to Employee,

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than the coverage required to be provided under thissubsection (ii) as long as the aggregate coverage of the combined benefit plansis no less favorable to Employee, in terms of amounts and deductibles and coststo Employee, than the coverage required to be provided under this subsection(ii). This subsection (ii) shall not be interpreted so as to limit any benefitsto which Employee (or Employee’s dependents or beneficiaries) are entitledunder any of the Company’s employee benefit plans, programs or practicesfollowing Employee’s date of termination of employment. The provision ofcontinued benefits to Employee under this subsection (ii) shall not depriveEmployee of any independent statutory right to continue benefits coveragepursuant to Sections 601 through 606 of the Employee Retirement Income SecurityAct 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:

(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

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such earliest date together with interest for the period of delay,compounded annually, equal to the prime rate (as published in The Wall StreetJournal), and in effect as of the date the payment should otherwise have beenprovided.

(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

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 Confidential

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Information (as defined herein) concerning the Companyand that his services have been and shall be of special, unique andextraordinary value to the Company, and therefore, Employee agrees that, duringthe period of his employment with the Company and for a period of twelve (12)months thereafter (the “Noncompete Period”), he shall not, without the Company’sprior written consent, directly or indirectly, own, manage, operate, join,control or participate in the ownership, management, operation or control of,or be connected as a director, officer, employee, partner, consultant orotherwise with, any business or organization in the United States, Canada orMexico that sells or markets golf equipment, apparel, accessories or servicesdirectly to consumers, whether through retail or direct marketing channels,including, but not limited to catalogs and the internet (a “CompetitiveBusiness”); provided, however, that nothing herein shall prohibit Employee from(i) being a passive owner of not more than 2% of the outstanding stock of anyclass of a corporation which is publicly traded, so long as Executive has noactive participation in the business of such corporation; or (ii) becominginvolved with a business or organization for which activities comprising aCompetitive Business do not represent more than $10 million in revenues or more than 10% of such business ororganization’s total revenues. If, at the time of enforcement of this paragraph5, a court shall hold that the duration, scope or area restrictions statedherein are unreasonable under circumstances then existing, the parties agreethat the maximum duration, scope or area reasonable under such circumstancesshall be substituted for the stated duration, scope or area and that the courtshall be allowed to revise the restrictions contained herein to cover themaximum period, scope and area permitted by law.  Employee acknowledges that the restrictionscontained in this paragraph 5 are reasonable and that he has reviewed the provisionsof this Agreement with his 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 relationship between any suchcustomer, supplier, licensee or business relation and the Company (including,without limitation, making any negative or disparaging statements orcommunications regarding the Company).

## 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

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## 5, the Noncompete Period and the Non-Solicit Periodshall be tolled until such breach 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 oragreements by any court of competent jurisdiction. If any or all of theaforesaid covenants or agreements are held to be unenforceable because of thescope or duration of such covenant or agreement, the parties agree that thecourt making such determination shall have the power to reduce or modify thescope and/or duration of such covenant to the extent that allows the maximumscope and/or duration permitted by applicable law.

8.                                       Successors.This Agreement shall bind, and may be enforced by, any successor (whetherdirect or 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 that the Company would be obligated under or entitled toenforce this Agreement if no succession had taken place. In the case of anyTransaction in which a successor would not by the foregoing provision or byoperation of law be bound by this Agreement, the Company shall use its bestefforts to require such successor expressly and unconditionally to assume andagree to perform the Company’s obligations under this Agreement, in the samemanner and to the same extent that the Company would be required to perform ifno such succession had taken place unless the Company previously arranged toestablish an escrow to satisfy 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

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understandings between the parties with respect to such subject matter;provided, that the parties acknowledge that they have also entered into anemployment 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 obtaining of the American Arbitration Association, and theaward rendered pursuant to such arbitration shall be final, binding andconclusive as to the Company and Employee, and judgment upon such award may beentered without 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.

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Each of the partieshereto have executed this Agreement in the manner appropriate to each, all asof the date first above written.
| **GOLF GALAXY, INC.** | ** **                            | **EMPLOYEE** |
|-----------------------|---------------------------------------|--------------|
|                  |                                  |         |   |
|                  |                                  |         |   |
| By:                   | /s/ RANDALL K. ZANATTA                |         | /s/ RONALD G. HORNBAKER |
| Its:                  | President and Chief Executive Officer |         | Ronald G. Hornbaker |
|                       |                                       |              |  |  |  |

 

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