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                                                                    EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of the 1st day of October, 1998 ("EFFECTIVE
DATE"), is made and entered into by OUTBOARD MARINE CORPORATION, a Delaware
corporation (the "COMPANy"), and Robert B. Gowens (the "EMPLOYEE").

WHEREAS, the Company wishes to employ the Employee and the Employee wishes to be
employed by the Company; and

WHEREAS, the Employee is willing to make his services available to the Company
upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, Employee and the Company, in consideration of the mutual
covenants contained herein, hereby agree as follows:

1.       Employment. During the term of this Agreement, the Company shall employ
         Employee as Vice President of the Company and President, North American
         Engine Operations. Employee shall perform services customarily
         associated with and incident to such position as may be reasonably
         determined from time to time by the President and Chief Executive
         Officer of the Company (the "CEO"), including those in Attachment A
         hereto. Employee shall also serve, upon the CEO's request and for no
         additional compensation, as an officer and/or director of any
         subsidiary of the Company. Employee shall perform his duties
         faithfully, diligently and to the best of his ability, subject to
         reasonable direction from the CEO. Employee shall devote his full and
         undivided business time and attention to his duties and
         responsibilities to the Company and its subsidiaries.

2.       Term. The term of this Agreement (the "TERM") shall commence on the
         Effective Date and shall continue through the earlier of the third
         anniversary of the Effective Date or Employee's death or Total
         Disability (as defined below).

3.       Base Salary. During the Term, the Company agrees to pay Employee an
         annual salary of $300,000 ("BASE SALARY") according to the Company's
         standard payroll practices and subject to review annually for possible
         increases at the Company's sole discretion.

4.       Incentive Compensation. Employee shall be eligible to participate in
         the Company's Personal Rewards and Opportunities Program ("PROP") or
         other bonus or incentive compensation program applicable generally to
         similarly situated senior executives as a group in accordance with and
         subject to the terms thereof. "Similarly situated executives" when used
         in this Agreement shall mean executive officers of the Company,
         excluding the CEO and Chief Financial Officer. Employee shall be
         eligible for a target bonus of 100% of Base Salary. Subject to the
         provisions of Section 9b(i) and 9c(i) of this Agreement, any bonus
         payments earned by Employee shall be paid as 50% cash and 50%
         restricted stock of the Company subject to a vesting schedule of 25%
         per year. The Compensation Committee of
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         the Board of Directors of the Company ("COMMITTEE") shall determine in
         its sole discretion the amount of bonus or other incentive compensation
         for which Employee shall be eligible.

5.       Equity-Based Compensation.

         a.       Upon commencement of employment, the Company shall make a
                  grant under the PROP to Employee of 100,000 non-qualified
                  stock options at an exercise price of $22.00 per share,
                  vesting 33% on each anniversary of employment, subject to the
                  provisions of Section 9b(i) of this Agreement. The stock
                  options shall vest as follows:

<TABLE>
<CAPTION>
                  Years of Vesting Service             % of Vested Option Shares
                  ------------------------             -------------------------
<S>                                                    <C>
                            1                                    33 1/3%
                            2                                    66 2/3%
                            3                                      100%
</TABLE>

                  For purposes of the preceding Vesting Schedule, Employee shall
                  be granted a Year of Vesting Service for each consecutive
                  twelve-month period following the Effective Date that
                  Executive remains continuously employed by the Company. To the
                  extent Executive dies during any such twelve-month period, any
                  unvested stock options granted under this Section 5a shall
                  vest prorata for the number of full months Employee was
                  employed during such twelve month period in which his death
                  occurs.

         b.       In addition, the Company shall permit Employee to participate
                  in any and all of the short-term and long-term stock option or
                  other equity or quasi-equity participation plans, programs or
                  arrangements in which similarly situated senior executives are
                  permitted to participate and at a level comparable to the
                  level at which similarly situated senior executives are
                  permitted to participate.

6.       Purchase of Residence. To assist employee in purchasing a new permanent
         residence in the Chicago, Illinois geographical vicinity, the Company
         will make a loan to Employee in an amount to be agreed upon between the
         Company and Employee. The loan will be evidenced by a promissory note
         in the form attached hereto as Attachment B, secured by a second
         mortgage in favor of the Company, and shall be repaid within 30 days
         after the closing on the resale of his new permanent residence. In
         addition, should Employee be required by the Company to relocate during
         the Term of this Agreement, and Employee is required to sell his
         residence at a loss, the amount of any such loss shall be subtracted
         from the amount of the loan which the Employee would otherwise be
         required to repay.

7.       Vacation. Employee shall be entitled to four weeks of paid vacation
         time during each calendar year in accordance with the Company's
         vacation policy in effect from time to time.


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8.       Other Benefits. Employee shall be entitled to participate in the
         Company's retirement, group medical, disability and other employee
         benefit programs generally applicable to similarly situated employees
         as a group in accordance with and subject to the terms thereof. The
         Company, at its expense, shall provide Employee with term life
         insurance coverage in an amount not less than $750,000, to remain in
         effect during the term of this Agreement.

9.       Termination of Employment. Subject to the further provisions of this
         Section, (i) the Company may terminate Employee's employment with the
         Company or any of its subsidiaries at any time for any or no reason and
         (ii) Employee may resign for Good Reason (as defined below) or for no
         reason. Upon the termination of employment with the Company for any
         reason, Employee shall be deemed, without the need to take further
         action, to have resigned all positions to which he had been appointed
         by the Company or any of its subsidiaries, including, but not limited
         to, his position as an officer and a director of the Company and any
         subsidiary thereof and as a member of any committee established by the
         Company or the Board, effective on the date of termination of
         employment.

         a.       With Cause. The Company may terminate Employee's employment
                  with the Company and its subsidiaries for cause (as defined
                  below) upon 20 days' prior written notice to Employee;
                  provided, however, that the Company may relieve Employee of
                  his duties and responsibilities as of the date of such notice
                  without such action constituting Good Reason (as defined
                  below). Unless the notice of termination is withdrawn, the
                  employment of Employee hereunder shall be terminated as of the
                  date set forth in such notice and the Company shall pay
                  Employee his accrued and unpaid Base Salary through such date
                  of termination and have no further obligation to Employee
                  hereunder. Employee's rights under the Company's employee
                  benefit plans shall be determined in accordance with the terms
                  of such plans.

                  "CAUSE" means any act or any failure to act on the part of
                  Employee during the Term which constitutes:

                  (1)      fraud, theft, embezzlement or similar crime against
                           the Company or its affiliates,

                  (2)      willful misconduct in the performance of Employee's
                           duties and responsibilities which results or could
                           reasonably be expected to result in material damage
                           to the Company or its assets, or a material liability
                           of the Company,

                  (3)      a felony for which Employee is convicted or pleads
                           nolo contendere.

                  (4)      willful and material breach of this Employment
                           Agreement or other written agreement with the
                           Company, and


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                  (5)      willful failure to follow reasonable and good faith
                           directions of the Chief Executive Officer or other
                           manager more senior than Employee which are
                           consistent with Employee's position, except for
                           reasons beyond Employee's control.

                  No act or omission shall be deemed to be "willful" if Employee
                  reasonably believed such acts or omissions to be in the best
                  interests of the Company.

         b.       Without Cause or With Good Reason. The Company may terminate
                  Employee's employment with the Company and its subsidiaries
                  without Cause, or Employee may resign from such employment
                  upon 20 days' prior written notice to the Company and with
                  Good Reason. Unless the Company corrects or otherwise remedies
                  the condition constituting Good Reason within such 20 days
                  following receipt of such notice, upon any termination of
                  employment of Employee pursuant to this Section 9b, the
                  Company shall on the date his employment ends: (i) pay
                  Employee his accrued and unpaid Base Salary and vacation as of
                  the date of his termination of employment; (ii) make a lump
                  sum payment in cash to Employee in an amount equal to the
                  greater of (a) Employee's Base Salary for one (1) year, and
                  (b) his Base Salary for the remainder of the term of this
                  Agreement; and (iii) the Company shall pay to Employee within
                  60 days of the end of the fiscal year his bonus for the fiscal
                  year in which such termination occurred (based upon the
                  Company's level of actual attainment of its bonus target for
                  such fiscal year) prorated for the number of full months
                  Employee was employed during such fiscal year. In addition,
                  the Company shall, at its expense, continue for one year
                  Employee's participation on the same basis as active employees
                  in the group medical and life insurance plans in which he
                  participated prior to the termination of his employment in
                  accordance with the terms (other than eligibility) of such
                  plans from time to time (but only to the extent that Employee
                  is not receiving substantially the same benefits from another
                  employer or such continued participation is legally
                  permissible or, if such employee benefit involves insurance
                  coverage, permitted by the insurer). Employee shall have no
                  obligation to mitigate "damages" by making efforts to secure
                  other employment, nor will cash payments described under this
                  Section 9b be offset by amounts earned through other
                  employment. The compensation provided for in this Section
                  shall be the only compensation to which Employee shall be
                  entitled to upon termination.

         (i)      Any unvested restricted stock and stock options granted
                  pursuant to Sections 4 and 5a in this Agreement shall
                  automatically vest as of the date of termination, and other
                  stock options shall be exercisable in accordance with the
                  terms of the bonus plan or stock option grant agreement
                  pursuant to which they were issued.

                  "GOOD REASON" means any of the following events occurring
                  during the Term without Employee's consent:


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                  (1)      a change in Employee's title with the Company,

                  (2)      the assignment to Employee of any duties or
                           responsibilities which are not commensurate with the
                           Employee's title and position with the Company or any
                           of its subsidiaries,

                  (3)      a reduction in the Employee's salary or target bonus,

                  (4)      a failure to provide Employee with employee benefits
                           generally provided to similarly situated senior
                           executives as a group,

         provided, however, that the Employee must give the Company at least 20
         days prior notice of his intent to resign for Good Reason and the
         Company shall have the right during the 20- day period after receipt of
         such notice to correct or otherwise remedy any alleged event
         constituting Good Reason.

         c.       Death. This Agreement shall automatically terminate upon
                  Employee's death; provided, however, that the Company shall
                  pay to Employee's estate the Base Salary and vacation owed
                  through the date of death and any bonus for the fiscal year in
                  which his death occurs, prorated for the number of full months
                  Employee was employed during such fiscal year and subject to a
                  determination by the Board, acting in good faith, that the
                  performance criteria, if any, for such bonus would be
                  satisfied for such fiscal year.

                  (i)      Upon Employee's death, restricted stock granted
                           pursuant to Section 4 above shall automatically vest.

         d.       Disability. This Agreement shall automatically terminate and
                  Employee's employment with the Company shall end upon
                  Employee's Total Disability. The Company shall pay to Employee
                  his Base Salary through the date on which he is determined to
                  have a Total Disability and any Bonus for the fiscal year in
                  which his Total Disability occurs, prorated for the number of
                  full months Employee was employed during such fiscal year, in
                  same manner and subject to the same conditions as applicable
                  to employees generally (except individual performance
                  objectives for Employee shall be disregarded in favor of the
                  generally applicable objectives); provided, however, that the
                  Company shall only be required to pay such amounts to Employee
                  that are not covered by long-term disability payments, if any,
                  to Employee pursuant to any long-term disability insurance
                  policy or benefit plan of the Company.

                  "TOTAL DISABILITY" shall mean any mental or physical condition
                  that (i) prevents Employee from reasonably discharging his
                  services and employment duties hereunder, (ii) is attested to
                  in writing by a physician mutually acceptable to Employee and
                  the Company, and (iii) continues, for any one or related
                  condition,



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                  during any period of three (3) consecutive months or for a
                  period aggregating six (6) months in any twelve-month period.
                  Total Disability shall be deemed to have occurred on the last
                  day of such applicable three- or six-month period.

         e.       Delivery of a Release. The Company may, in its sole
                  discretion, require Employee's delivery to the Company of a
                  written release, in form and substance reasonably satisfactory
                  to the Company, pursuant to which he would release the Company
                  from any claims or liabilities other than amounts then owed to
                  him pursuant to this Section 9, any bonus plan or other
                  employee benefit plan or arrangement, or any vested amount
                  under any compensation plan or arrangement of the Company.

10.      Sale on Termination of Employment (a) Upon Employee ceasing to be
         employed by the company pursuant to this Agreement for any reason (a
         "Termination Event"), the Company may elect, by delivering the notice
         required under Section 10(c), to require (the "Repurchase Right")
         Executive to sell to the Company or its designee all, but not less than
         all, of the shares of Common Stock owned by Employee and vested stock
         options granted to Employee, subject to the expiration or termination
         or other terms of such Common Stock and stock options upon the
         occurrence of a Termination Event in accordance with any grant
         agreement or stock option plan pursuant to which such Common Stock
         options were granted by the Company to Employee, in accordance with
         Section 10(f) (such shares of Common Stock and stock options are
         hereinafter referred to as (the "Repurchase Securities"). In the event
         that a Termination Event occurs as a result of Employee's death, the
         rights and obligations of Employee under this Section 10 shall be
         deemed to be the rights and obligations of his estate, and, if such
         event occurs, all references to Employee in this Section 10 shall be
         deemed references to a representative of Employee's estate.

         (b)      The "Repurchase Price" for each Repurchased Security that
                  constitutes Common Stock shall be equal to the fair market
                  value of the Common Stock as of the date of the Repurchase
                  Notice determined by an independent appraiser selected by the
                  Board and reasonably acceptable to Employee, which
                  determination shall be made by evaluating the Company on the
                  basis of it being a stand-alone of liquidity of the Common
                  Stock or the fact that the Repurchased Securities may
                  represent a minority interest in Security that constitutes any
                  vested stock option granted to Employee shall be the amount by
                  which such fair market value per share of Common Stock subject
                  to such option exceeds the exercise price therefor; provided,
                  however, that, in the event shares of Common Stock are traded
                  on a national stock exchange or a public market shall exist
                  for the Common Stock on a national quotation system, the fair
                  market value for the Common Stock shall be based upon the
                  average closing price per share for the 20 trading days
                  immediately preceding the date on which the Termination Event
                  occurred.


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         (c)      Upon the occurrence of any Termination Event, the Company or
                  its designee, as the case may be, may deliver written notice
                  (the "Repurchase Notice") to Employee within one (1) year
                  after such occurrence, specifying that the Company or its
                  designees, as the case may be, elects to exercise its
                  Repurchase Right pursuant to this Section 10. If the Company
                  or its designee elects to exercise its Repurchase Right, the
                  Company or its designee, as the case may be, shall specify the
                  Repurchase Price for each Repurchased Security in the
                  Repurchase Notice and consummate the purchase of such
                  Repurchased Securities in accordance with Section 10(f).

         (d)      Subject to Sections 5 and 9 hereof, it is hereby understood
                  and agreed that the termination, expiration or cancellation of
                  stock options (including shares of Common Stock underlying
                  such stock options) that have not been exercised, to the
                  extent permissible, as of the occurrence of any Termination
                  Event, shall be determined pursuant to any option grant
                  agreement or stock option plan pursuant to which such stock
                  options were granted by the Company to Employee.

         (e)      The aggregate amount of the Repurchase Price paid to Employee
                  for the Repurchased Securities shall be reduced by an amount
                  equal to the unpaid principal amount (plus accrued and unpaid
                  interest) of any loan made by the Company to Employee, or any
                  other indebtedness of the Employee to the Company, and the
                  principal amount of any such loan or Repurchase Price or, if
                  applicable, canceled.

         (f)      If the Company or its designee elects to exercise the
                  Repurchase Right, the Repurchased Securities shall be
                  repurchased on a date (the "Repurchase Date") not later than
                  90 days after the date of the Repurchase Notice. On the
                  Repurchase Date, Employee shall deliver to the Company or its
                  designee the certificate or certificates, or the instrument or
                  instruments, as the case may be, representing shares of Common
                  Stock and stock options owned or held, as the case may be, by
                  Employee on such date against delivery by the Company or its
                  designee to Employee of the Repurchase Price. All certificates
                  or other instruments evidencing Repurchased Securities shall
                  be accompanied by instruments of transfer in form and
                  substance written certificate, in form and substance
                  reasonably acceptable to the Company or its designee, pursuant
                  to which Employee represents and warrants that he is the
                  record and beneficial owner of the Repurchased Securities and
                  has good and valid title to the Repurchased Securities, free
                  and clear of any and all liens, claims, assessments, pledges,
                  options or other legal and equitable encumbrances of any kind
                  whatsoever (other than pursuant to this Agreement). If
                  Employee shall fail to deliver such certificate or
                  certificates, or such instrument or instruments, as the case
                  may be, and such written certification to the Company or its
                  designee within the terms required, the Company shall cause
                  its books and records to show that Repurchased Securities are
                  subject to the provisions of this Section 10 and that the
                  Repurchased Securities, until transferred to the Company or
                  its designee, shall not be entitled to any proxy, dividend or
                  other rights from the date on which such certificate or
                  certificates, or


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                  instrument or instruments, as the case may be, and such
                  written certification should have been delivered to the
                  Company or its designee, as the case may be.

         (g)      The giving of the Repurchase Notice by the Company and the
                  receipt by Employee of such notice shall constitute an
                  irrevocable commitment by the Company and Employee to purchase
                  and sell, as the case may be, the Repurchased Securities
                  referred to in such Notice.

11.      Put Option. (a) Upon the occurrence during the Term of any of the
         events set forth in clauses (i) through (vi) below (each, a "Put
         Event"), Employee may elect, by delivering the notice required under
         Section 10(c), to require (the "Put Right") the Company to purchase
         all, but not less than all, of the shares of Common Stock owned by
         Employee and vested stock options granted to Employee, subject to the
         expiration or termination or other terms of such Common Stock and stock
         options upon the occurrence of a Put Event in accordance with, subject
         to Sections 5 and 9 hereof, any Common Stock or grant agreement or
         stock option plan pursuant to which such Common Stock or options were
         granted by the Company to Employee, in accordance with Section 10(f)
         (such shares of Common Stock and stock options are hereafter referred
         to as the "Put Securities"):

         (i)      the termination by the Company of Employee's employment
                  hereunder without Cause;

         (ii)     The termination by Employee of his employment hereunder for
                  Good Reason;

         (iii)    The voluntary termination by Employee of his employment
                  hereunder at or after the expiration of the Term as in effect
                  at such time;

         (iv)     the voluntary termination by Employee of his employment
                  hereunder at or after his attaining age 62;

         (v)      The termination by the Company of Employee's employment
                  hereunder for Total Disability; or

         (vi)     the termination of Employee's employment as a result of his
                  death.

         In the event that a Put Event occurs as a result of the event specified
         in clause (vi) above, the rights and obligations of Employee under this
         Section 11 shall be deemed to be the rights and obligations of his
         estate, and, if such event occurs, all references to Employee in this
         Section 11 shall be deemed references to a representative of Employee's
         estate.

         (b)      The "Put Price" for each Put Security that constitutes Common
                  Stock shall be equal to the fair market value of the Common
                  Stock as of the date of the Put Notice determined by an
                  independent appraiser selected by the Board and reasonably


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                  acceptable to Employee, which determination shall be made by
                  evaluating the Company on the basis of it being a stand-alone
                  enterprise and without any reduction as a result of the lack
                  of liquidity of the Common Stock or the fact that the Put
                  Securities may represent a minority interest in the Company,
                  and the "Put Price" for each Put Security that constitutes any
                  vested stock option granted to Employee shall be the amount by
                  which such fair market value per share of Common Stock subject
                  to such option exceeds the exercise price therefor; provided,
                  however, that in the event shares of Common Stock are traded
                  on a national stock exchange or a public market shall exist
                  for the Common Stock on a national quotation system, the fair
                  market value for the Common Stock shall be based upon the
                  average closing immediately preceding the date on which the
                  Put Event occurred.

         (c)      Upon the occurrence of any Put Event, the Employee shall
                  deliver written notice (the "Put Notice") to the Company
                  within one (1) year after such occurrence, specifying that it
                  elects to exercise its Put Right pursuant to this Section 11;
                  provided, however, that, if a Put Event occurs during the
                  initial Term (without giving effect to any Renewal Term) as a
                  result of the event specified in Section 11(a)(i), Employee
                  may deliver the Put Notice within two (2) years after the
                  occurrence of such Put Event. If Employee elects to exercise
                  its Put Right, the Company or its designees, as the case may
                  be shall, within 60 days of its receipt of the Put Notices,
                  deliver to Employee written notice specifying the Put Price
                  for each Put Security and consummate the purchase of such Put
                  Securities in accordance with Section 11(f).

         (d)      Subject to Sections 5 and 9 hereof, it is hereby understood
                  and agreed that the termination, expiration or cancellation of
                  stock options (including shares of Common Stock underlying
                  such stock options) that have not been exercised, to the
                  extent permissible, as of the occurrence of any Put Event,
                  shall be determined pursuant to any option grant agreement or
                  stock option plan pursuant to which such stock options were
                  granted by the Company to Employee.

         (e)      The aggregate amount of the Put Price paid to Employee for the
                  Put Securities shall be reduced by an amount equal to the
                  unpaid principal amount (plus accrued and unpaid interest) of
                  any other indebtedness of Employee to the Company, and the
                  principal amount of any such loan or indebtedness shall be
                  reduced by the amount of the Put Price or, if applicable,
                  canceled.

         (f)      If Employee elects to exercise the Put Right, the Put
                  Securities shall be repurchased on a date (the "Put Repurchase
                  Date") not later than 90 days after the date of the date of
                  the Put Notice. On the Put Repurchase Date, Employee shall
                  deliver to the Company the certificate or certificates, or the
                  instrument or instruments, as the case may be, representing
                  share of Common Stock and stock options owned or held, as the
                  case may be, by Employee on the Put Price. All certificates or
                  other instruments evidencing Put Securities shall be
                  accompanied by instruments of transfer in form and substance
                  reasonably acceptable to the Company and a written
                  certificate, in form and substance reasonably acceptable to
                  the Company, pursuant to which Employee represents and
                  warrants that he is the record and beneficial owner of the


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<PAGE>   10
                  Put Securities and has good and valid title to the Put
                  Securities, free and clear of any and other legal and
                  equitable encumbrances of any kind whatsoever (other than
                  pursuant to this Agreement).

         (g)      Notwithstanding anything in this Section 11 to the contrary,
                  the Company shall not be required to purchase Put Securities
                  pursuant to any exercise by the Employee of the Put Right to
                  the extent that (i) the purchase of such Put Securities
                  (including the occurrence of any indebtedness required to
                  enable it to purchase such Put Securities) would cause or
                  constitute a breach or default (immediately or with notice or
                  lapse of time or both) of any material agreement or instrument
                  with respect to borrowed money in existence prior to such
                  exercise and as to which a consent of waiver thereunder for
                  such purchase (or occurrence of indebtedness) has not been
                  obtained after reasonable best efforts by the Company, (ii)
                  the Board determines in its reasonable business judgment that
                  the purchase of such Put Securities would cause or be
                  reasonably likely to cause a material adverse financial effect
                  on the Company, or (iii) the purchase of such Put Securities
                  would violate any law, statue, order, writ, injunction, decree
                  or rule promulgated or judgment entered, by an federal, state,
                  local or foreign court or governmental authority applicable to
                  the Company or any of its subsidiaries, and (iv) the Company
                  gives written notice to Employee, within 30 business days
                  after the date of the Put Notice, that it is not required to
                  purchase the number of Put Securities set forth in such notice
                  by reason of clause (i), (ii) or (iii) above and setting forth
                  the facts relating thereto.

         (h)      The giving of the Put Notice by Employee and the receipt by
                  the Company of such notice shall constitute an irrevocable
                  commitment by Employee and the Company to sell and purchase,
                  as the case may be, the Put Securities referred to in such
                  notice unless a notice is given by the Company as provided in
                  Section 11(g). If the Company is permitted pursuant to Section
                  11(g) to purchase some, but not all of the Put Securities as
                  to which the Employee has exercised its Employee's rights
                  under Section 11(a), the Employee may, in his sole discretion,
                  by written notice (a "Put Withdrawal Notice") given to the
                  Company within 10 business days of its receipt of the notice
                  from the Company (the "Put Withdrawal Period") withdraw the
                  exercise of such right, in which event it shall not be
                  required to sell any Put Securities to the Company. If
                  Employee does not give a Put Withdrawal Notice within the Put
                  Withdrawal Period, Employee shall be obligated to sell, and
                  the Company shall be obligated to purchase, all Put Securities
                  that the Company is not prohibited form purchase pursuant to
                  Section 11(g).

         (i)      The Put Right shall expire and be of no force or effect
                  following the consummation of a bonafide public distribution
                  of shares of Common Stock pursuant to an effective
                  registration statement under the Securities Act of 1933, as
                  amended.

12.      Confidentiality; Ownership.

         (a)      Employee agrees that he shall forever keep secret and retain
                  in strictest confidence and not divulge, disclose, discuss,
                  copy or otherwise use or suffer to be used in any


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                  manner, except in connection with the business of the Company
                  and the businesses of any of its subsidiaries or affiliates,
                  any "Protected Information" in any "Unauthorized" manner or
                  for any Unauthorized purpose (as such terms are hereinafter
                  defined).

                  (i)      "PROTECTED INFORMATION" means trade secrets,
                           confidential or proprietary information and all other
                           knowledge, know-how, information, documents or
                           materials owned, developed or possessed by the
                           Company or any of its subsidiaries or affiliates,
                           whether in tangible or intangible form, pertaining to
                           the business of the Company or the businesses of any
                           of its subsidiaries or affiliates, including, but not
                           limited to, research and development operations,
                           systems, data bases, computer programs and software,
                           designs, models, operating procedures, knowledge of
                           the organization, products (including prices, costs,
                           sales or content), processes, formulas, techniques,
                           machinery, contracts, financial information or
                           measures, business methods, business plans, details
                           of consultant contracts, new personnel acquisition
                           plans, business acquisition plans, customer lists,
                           business relationships and other information owned,
                           developed or possessed by the Company or its
                           subsidiaries or affiliates, except as required in the
                           course of performing duties hereunder; provided that
                           Protected Information shall not include information
                           that becomes generally known to the public or the
                           trade without violation of this Section.

                  (ii)     "UNAUTHORIZED" means: (A) in contravention of the
                           policies or procedures of the Company or any of its
                           subsidiaries or affiliates; (B) otherwise
                           inconsistent with the measures taken by the Company
                           or any of its subsidiaries or affiliates to protect
                           their interests in any Protected Information; (C) in
                           contravention of any lawful instruction or directive,
                           either written or oral, of an employee of the Company
                           or any of its subsidiaries or affiliates empowered to
                           issue such instruction or directive; or (D) in
                           contravention of any duty existing under law or
                           contract. Notwithstanding anything to the contrary
                           contained in this Section, Employee may disclose any
                           Protected Information to the extent required by court
                           order or decree or by the rules and regulations of a
                           governmental agency or as otherwise required by law;
                           provided that Employee shall provide the Company with
                           prompt notice of such required disclosure in advance
                           thereof so that the Company may seek an appropriate
                           protective order in respect of such required
                           disclosure.

         (b)      Employee acknowledges that all developments, including,
                  without limitation, inventions (patentable or otherwise),
                  discoveries, formulas, improvements, patents, trade secrets,
                  designs, reports, computer software, flow charts and diagrams,
                  procedures, data, documentation, ideas and writings and
                  applications thereof relating to the business or planned
                  business of the Company or any of its subsidiaries or
                  affiliates that, alone or jointly with others, Employee may
                  conceive, create, make, develop, reduce to practice or acquire
                  during the Term (collectively, the "DEVELOPMENTS") are works
                  made for hire and shall remain the sole and exclusive



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<PAGE>   12
                  property of the Company and Employee hereby assigns to the
                  Company, in partial consideration of his Base Salary, all of
                  his right, title and interest in and to all such Developments.
                  Employee shall promptly and fully disclose all future material
                  Developments to the Board and, at any time upon request and at
                  the expense of the Company, shall execute, acknowledge and
                  deliver to the Company all instruments that the Company shall
                  prepare, give evidence and take all other actions that are
                  necessary or desirable in the reasonable opinion of the
                  Company to enable the Company to file and prosecute
                  applications for and to acquire, maintain and enforce all
                  letters, patent and trademark registrations or copyrights
                  covering the Developments in all countries in which the same
                  are deemed necessary by the Company. All memoranda, notes,
                  lists, drawings, records, files, computer tapes, programs,
                  software, source and programming narratives and other
                  documentation (and all copies thereof) made or compiled by
                  Employee or made available to Employee concerning the
                  Developments or otherwise concerning the business or planned
                  business of the Company or any of its subsidiaries or
                  affiliates shall be the property of the Company or such
                  subsidiaries or affiliates and shall be delivered to the
                  Company or such subsidiaries or affiliates promptly upon the
                  expiration or termination of the Term.

         (c)      The provisions of this Section shall, without any limitation
                  as to time, survive the expiration or termination of
                  Employee's employment hereunder, irrespective of the reason
                  for any termination.

13.      Covenant Not to Compete. Employee agrees that during the Term and for a
         period equal to the number of months for which payment is made to
         Employee under Section 9b, but in no event less than 12 months,
         commencing upon the expiration or termination of Employee's employment
         by Company (the "Non-Compete Period"), Employee shall not, directly or
         indirectly, without the prior written consent of the Company:

         (a)      solicit, entice, persuade or induce any employee, consultant,
                  agent or independent contractor of the Company or of any of
                  its subsidiaries or affiliates to terminate his or her
                  employment or relationship with the Company or such subsidiary
                  or affiliate, to become employed by any person, firm or
                  corporation other than the Company or such subsidiary or
                  affiliate or approach any such employee, consultant, agent or
                  independent contractor for any of the foregoing purposes, or
                  authorize or assist in the taking of any such actions by any
                  third party (for purposes of this Section 13(a), the terms
                  "employee," "consultant," "agent" and "independent contractor"
                  shall include any persons with such status at any time during
                  the six (6) months preceding any solicitation in question); or

         (b)      directly or indirectly engage, participate, or make any
                  financial investment in, or become employed by or render
                  consulting, advisory or other services to or for any person,
                  firm, corporation or other business enterprise, wherever
                  located, which is engaged, directly or indirectly, in
                  competition with the Company's business or the businesses of
                  its subsidiaries or affiliates as conducted or any business
                  proposed to be conducted at the time of the expiration or
                  termination of Employee's employment hereunder; provided,
                  however, that nothing in this Section 13(b) shall be construed


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<PAGE>   13
                  to preclude Employee from making any investments in the
                  securities of any business enterprise whether or not engaged
                  in competition with the Company or any of its subsidiaries or
                  affiliates, to the extent that such securities are actively
                  traded on a national securities exchange or in the
                  over-the-counter market in the United States or on any foreign
                  securities exchange and represent, at the time of acquisition,
                  not more than 3% of the aggregate voting power of such
                  business enterprise.

         (c)      If the Non-Compete Period begins upon the expiration of this
                  Agreement and the Company withholds consent to Employee
                  engaging in any of the activities of 13(a) or (b) hereof, and
                  if Employee does not engage in such activities, then Company
                  shall pay Employee an amount equal to Employee's most recent
                  annual Base Salary as additional consideration for the
                  Covenant Not to Compete.

14.      Specific Performance. Employee acknowledges that the services to be
         rendered by Employee are of a special, unique and extraordinary
         character and, in connection with such services, Employee will have
         access to confidential information vital to the Company's business and
         the businesses of its subsidiaries and affiliates. By reason of this,
         Employee consents and agrees that if Employee violates any of the
         provisions of Sections 12 or 13 hereof, the Company and its
         subsidiaries and affiliates would sustain irreparable injury and that
         monetary damages would not provide adequate remedy to the Company and
         that the Company shall be entitled to have Section 12 or 13 hereof
         specifically enforced by any court having equity jurisdiction. Nothing
         contained herein shall be construed as prohibiting the Company or any
         of its subsidiaries or affiliates from pursuing any other remedies
         available to it for such breach or threatened breach, including the
         recovery of damages from Employee.

15.      Assignment. The obligations of Employee may not be delegated and,
         except with respect to the designation of beneficiaries in connection
         with any of the benefits payable to Employee hereunder, Employee may
         not assign, transfer, convey, pledge, encumber, hypothecate or
         otherwise dispose of this Agreement or any interest herein. Any such
         attempted delegation or disposition shall be null and void and without
         effect. The Company and Employee agree that this Agreement and all of
         the Company's rights and obligations hereunder may be assigned or
         transferred by the Company to and shall be assumed by and be binding
         upon any successor to the Company. The Company shall require any
         assignee to assume and perform Company obligations under this
         Agreement. The term "successor" means, with respect to the Company or
         any of its subsidiaries, any corporation or other business entity
         which, by merger, consolidation, purchase of the assets or otherwise
         acquires all or a material part of the assets of the Company.

16.      Amendment. This Agreement may not be altered, modified or amended
         except by written instrument signed by each of the Company and
         Employee.

17.      Governing Law; Arbitration.

         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Delaware, without giving effect to the
         principles of conflict of laws of such State. Any


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<PAGE>   14
         action to compel arbitration hereunder shall be brought in the State
         Court of Illinois sitting in Cook County, Illinois.

         In the event of disputes between the parties with respect to the terms
         and conditions of this Agreement, such disputes shall be resolved by
         and through an arbitration proceeding to be conducted under the
         auspices of the American Arbitration Association (or any like
         organization successor thereto) in Chicago, Illinois. Such arbitration
         proceeding shall be conducted pursuant to the commercial arbitration
         rules (formal or informal) of the American Arbitration Association in
         as expedited a manner as is then permitted by such rules (the
         "Arbitration"). Both the foregoing agreement of the parties to
         arbitrate any and all such claims, and the results, determination,
         finding, judgment and/or award rendered through such Arbitration, shall
         be final and binding on the parties hereto and may be specifically
         enforced by legal proceedings.

         Such Arbitration may be initiated by written notice from either party
         to the other which shall be a compulsory and binding proceeding on each
         party. The Arbitration shall be conducted by an arbitrator selected in
         accordance with the procedures of the American Arbitration Association.
         Time is of the essence of this arbitration procedure, and the
         arbitrator shall be instructed and required to render his or her
         decision within thirty (30) days following completion of the
         Arbitration. Each party shall bear its own costs of such Arbitration
         proceedings.

18.      Deductions. The Company shall deduct from any compensation payable to
         Employee the sums which it is required by applicable law to deduct,
         including, but not limited to, federal and, if applicable, state
         withholding taxes, social security taxes and state disability
         insurance.

19.      Entire Agreement. This Agreement (together with the agreements and
         instruments to be executed as contemplated hereby, the form of which
         are attached hereto as appendices) constitutes the entire agreement
         between the parties hereto with respect to the subject matter hereof
         and supersedes all prior agreements, understandings and arrangements,
         both oral and written, between the parties hereto with respect to such
         subject matter.

20.      Other Representations. The Company acknowledges having been informed by
         Employee that he has an agreement with a former employer to maintain
         the confidentiality of that company's trade secrets and confidential
         information, and that he fully intends to comply in all respects with
         the agreement. Employee represents and warrants to the Company that he
         does not possess any confidential or proprietary documents or other
         written materials from his current or any former employer. The Company
         represents and warrants to Employee that its agreement to hire Employee
         is not motivated to any extent by a desire to obtain or use trade
         secrets or confidential information belonging to any other entity, and
         that the Company will not cause Employee to violate any agreement
         protecting trade secrets and confidential information to which he is
         presently a party or is otherwise bound.

21.      Notices. Any notice to be given hereunder by either party to the other
         shall be sufficiently given if in writing and delivered in person,
         transmitted by telecopier or sent by registered or certified mail
         (postage prepaid and return receipt requested) or recognized overnight
         delivery


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<PAGE>   15
         service (postage prepaid) addressed as follows, or to such other
         address or telecopier number as either party may notify to the other in
         accordance with this paragraph:

                 (i) if to the Company:

                          Outboard Marine Corporation
                          100 Sea Horse Drive
                          Waukegan, Illinois  60085
                          Telecopier No: (847) 689-6006
                          Attn:  President and Chief Executive Officer

                              (ii) if to Employee:

                          Outboard Marine Corporation
                          100 Sea Horse Drive
                          Waukegan, Illinois  60085
                          Telecopier No: (847) 689-6200
                          Attn:  Robert B. Gowens

                          With a copy to:

                          Randall L. Mitchell, Esq.
                          Adducci, Dorf, Lehner, Mitchell & Blankenship, P.C.
                          150 North Michigan Avenue, Suite 2130
                          Chicago, Illinois 60601-7524

         A notice will be effective (i) if delivered in person or by overnight
         courier, on the business day it is delivered, (ii) if transmitted by
         telecopier, on the business day of actual confirmed receipt by the
         addressee thereof, and (iii) if sent by registered or certified mail,
         three (3) business days after dispatch.

22.      Section Headings. The section headings contained in this Agreement are
         for reference purpose only and shall not affect in any way the meaning
         or interpretation of this Agreement.

23.      Survival of Provisions. The provisions of Sections 12, 13 and 14 shall
         survive the termination or expiration of this Agreement.

24.      Counterparts. This Agreement may be executed in counterparts and when
         so executed is in full force and effect as though it had been signed by
         both parties.

25.      Severability. In the event that any provision or portion of this
         Agreement shall be determined to be invalid or unenforceable for any
         reason, the remaining provisions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect.


                                       15
<PAGE>   16
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Employment Agreement as of the day and year first above written.

OUTBOARD MARINE CORPORATION                     EMPLOYEE

By: /s/ David D. Jones                          /s/ Robert B. Gowens
    -------------------------------------       --------------------------------
    David D. Jones, Jr.                         Robert B. Gowens
    President and Chief Executive Officer


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