EXHIBIT 10.1


AMENDMENT
TO EMPLOYMENT AGREEMENT


([Name of Executive])


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into
effective July 9, 2007  by and between
Gander Mountain Company, a Minnesota corporation (the “Company”), and [                                   ]
(“Executive”).


A.                                   Executive is employed by the Company pursuant
to an Employment Agreement entered into as of [                            ]
(the “Employment Agreement”).


B.                                     The Compensation Committee has determined to
revise the Company’s compensation program for senior management.


C.                                     The Company desires to retain Executive in
his current role, and Executive wishes to be employed in his current role, on
the terms and conditions set forth in the Employment Agreement as modified by
this Amendment.


D.                                    Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Employment
Agreement.


NOW, THEREFORE, in consideration of the foregoing recitals and mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1.                                        Section 3(a) of the Employment Agreement is
hereby amended and restated in its entirety as follows:


(a)                                  Base Salary.  While Executive is employed by
the Company during the Term, the Company shall pay to Executive a base salary
at the rate of no less than                                  
Dollars ($                    )
per year for each of fiscal 2007 and fiscal 2008 and no less than                             
Dollars ($                     )
per year for fiscal 2009, in each case, less deductions and withholdings, which
base salary shall be paid in accordance with the Company’s normal payroll
policies and procedures.  The base salary
for fiscal 2007 reflected in the previous sentence will take effect commencing
with the fiscal month of June 2007.  On
or before April 1 of each additional year during the Term, commencing with
fiscal year 2010, the Compensation Committee of the Board (the “Compensation
Committee”) shall review Executive’s performance and may increase or decrease
Executive’s base salary in its sole discretion.


2.                                       Section 3(b) of the Employment Agreement is
hereby amended and restated in its entirety as follows:


(b)                                 Annual Incentive Payments. 
Subject to the modification authority of the Compensation Committee set
forth below in this Section 3(b), commencing with the fiscal month of May
2007 and for each fiscal month thereafter that Executive is employed by the
Company during the Term, Executive shall be entitled to a monthly cash 













incentive payment in an amount equal to the
product of the Initial Margin Multiplier (as defined in Exhibit A to this
Agreement) multiplied by the Monthly Initial Margin (as defined in Exhibit A to
this Agreement) for such fiscal month. 
If Executive is employed by the Company for only part of a fiscal month,
Executive shall only be entitled to a monthly cash incentive payment for such
fiscal month in an amount equal to the product of the Initial Margin Multiplier
multiplied by the Monthly Initial Margin generated during those days of such
fiscal month that Executive was employed by the Company.  Each monthly incentive payment shall be paid
to Executive during the fiscal month following the fiscal month for which it is
earned.  The sum of all such monthly
incentive payments earned during a fiscal year is referred to herein as the “Annual
Incentive Payments.”  At any time prior
to the 2010 fiscal year, the Compensation Committee shall have the authority to
increase, but not to decrease, the Initial Margin Multiplier.  Commencing with the 2010 fiscal year,
Executive agrees that the Compensation Committee shall have the authority to
adjust the Initial Margin Multiplier utilized for any fiscal year by increasing
or decreasing it and to otherwise modify the method by which Annual Incentive
Payments are calculated.  No portion of
the Annual Incentive Payments earned in a fiscal year shall be paid to Executive
later than the sixtieth (60th) day following
the last day of such fiscal year.


3.                                       Sections 9(a) through 9(d) of the Employment
Agreement are hereby amended and restated in their entirety as follows:


(a)                                 If Executive’s employment with the Company is
terminated by reason of:


(i)                                  Executive’s abandonment of Executive’s
employment or Executive’s resignation for any reason;


(ii)                               termination of Executive’s employment by the
Company for Cause (as defined below); or


(iii)                            expiration of the Term; following notice by
the Executive of non-renewal, pursuant to Section  1 above,


the Company shall pay to
Executive the Executive’s then-current base salary through the Termination Date
and any Annual Incentive Payments earned but unpaid for both the completed
fiscal year preceding the fiscal year in which the Termination Date occurs and
the fiscal year in which the Termination Date occurs; provided that such Annual
Incentive Payments shall be payable in the same manner and at the same time
that Annual Incentive Payments are made to current employees of the Company.


(b)                                If Executive’s employment with the Company is
involuntarily terminated by the Company for any reason other than for Cause (as
defined below), including without limitation the expiration of the Term
following notice by the Company of non-renewal pursuant to Section 1 above,
then the Company shall, subject to Sections 9(j) and 9(k) of this Agreement and
in addition to any base salary earned through the 



 2
 









Termination Date and any
Annual Incentive Payments earned but unpaid for the preceding fiscal year and
the fiscal year in which the Termination Date occurs, pay to Executive an
amount equal to $[                     ]
(the “Section 9(b) Amount”).


(c)                                  If Executive’s employment with the Company
terminates by reason of Executive’s death or Disability, the Company shall pay
to Executive or Executive’s beneficiary or Executive’s estate, as the case may
be, Executive’s then-current base salary through the Termination Date, and any
earned and unpaid Annual Incentive Payments for the preceding fiscal year and the
fiscal year in which the Termination Date occurs, payable in the same manner
and at the same time that Annual Incentive Payments are made to current
employees of the Company.


(d)                                Notwithstanding the provisions of Sections
9(a) and 9(b), if, within twelve months following the occurrence of a Change in
Control (as defined below), Executive’s employment with the Company is
terminated by either Executive or the Company for any reason, then the Company
shall, subject to Sections 9(j) and 9(k) of this Agreement and in addition to
any base salary earned through the Termination Date and any Annual Incentive
Payments earned but unpaid for the preceding fiscal year and the fiscal year in
which the Termination Date occurs, and in lieu of any payments required by Sections
9(a) or 9(b) of this Agreement, pay to Executive an amount equal to the Section
9(b) Amount plus $250,000.


In the event that Executive
becomes eligible for payments under this Section 9(d), the Company shall be
released from its obligation to make any payments pursuant to Sections 9(a) or
9(b) above.


4.                                       Exhibit A to this Amendment shall serve as
Exhibit A to the Employment Agreement.


5.                                       All references to “Annual Incentive Bonus” in
the Employment Agreement shall be amended and restated as references to “Annual
Incentive Payments.”  The Employment
Agreement shall be further amended so as to make any grammatical changes
necessary or appropriate as a result of the amendment and restatement of this
term.


6.                                       Each party hereby agrees that the intention
of this Amendment and the changes to the Company’s compensation program for
senior management set forth herein is not to materially reduce the level of
benefits payable to Executive under the Company’s employee benefit plans, other
than to the extent cash amounts payable to Executive under the Employment
Agreement are affected by the changes set forth in this Amendment.  In this regard, the Company agrees that, to
the extent permitted by the terms of the applicable employee benefit plan and
applicable law, the aggregate total of the Executive’s base salary and Annual
Incentive Payments shall be used for purposes of such employee benefit plan in
order to determine the benefits to which Executive is entitled thereunder.


7.                                       Each party agrees that from time to time following the date of
this Amendment, it shall do, execute, acknowledge and 



 3
 









deliver,
or cause to be done, executed, acknowledged and delivered, such further acts,
agreements and documents as the other party may reasonably request to more
effectively carry out the intentions of this Amendment and the changes to the
Company’s compensation program for senior management set forth herein.


8.                                       Other than as expressly amended by this
Amendment, the Employment Agreement shall continue in full force and effect as
so amended.


[signature page follows]



 4
 









IN WITNESS WHEREOF, Executive and the Company have
executed this Amendment as of the date set forth in the first paragraph.


	
  

  	
   

  	
  GANDER MOUNTAIN COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  180 East Fifth Street

  
	
   

  	
   

  	
  Suite 1300

  
	
   

  	
   

  	
  St. Paul, MN 55101

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Richard C. Dell

  
	
   

  	
   

  	
  Its

  	
  Chairman of the Compensation

  
	
   

  	
   

  	
   

  	
  Committee of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME OF EXECUTIVE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [ADDRESS OF EXECUTIVE]

  
					



 



 5
 









EXHIBIT A


Name of Executive:
[                                    ]


Initial Margin Multiplier:
[                   ]


Monthly Initial Margin:
For any given month of the Company’s fiscal year, Monthly Initial Margin shall
be an amount equal to the Company’s total direct product sales (net of returns)
for such fiscal month minus the Company’s total direct product costs for such
fiscal month, as reported under the caption “initial margin” in the Company’s
internal financial statements for such fiscal month.  For purposes of clarification, it is
explicitly agreed that Monthly Initial Margin shall not include cash discounts,
freight, vendor payments or shrink.



 6