**EXHIBIT 14**

 

 

**GANDER MOUNTAIN COMPANY**

 

**CODE OF BUSINESS CONDUCT ANDETHICSAs amended on June 7, 2005**

 

**Introduction**

 

This Code of Business Conduct and Ethics (this “Code”)covers a wide range of business practices and procedures.  It does not cover every issue that may arise,but it sets out basic principles to guide all directors and employees of theCompany.  All of our directors andemployees must conduct themselves accordingly and seek to avoid even theappearance of improper behavior.  ThisCode should also be provided to and followed by the Company’s representatives,including agents, consultants and advisors.

 

If a law conflicts with a policy in this Code, youmust comply with the law.  If you haveany questions about these conflicts, you should contact the appropriate personlisted on Schedule A to this Code.

 

Those who violate the standards in this Code will besubject to disciplinary action, up to and including termination ofemployment.  *If you arein a situation that you believe may violate or lead to a violation of thisCode, follow the guidelines described in Section 16 of this Code.*

 

**1.****             Compliancewith Laws, Rules and Regulations**

 

It is the Company’s policy to comply with allapplicable laws, rules and regulations. It is the personal responsibility of each director, employee andrepresentative of the Company to adhere to the standards and restrictionsimposed by those laws, rules and regulations.  It would be impossible to summarize here allthe laws, rules and regulations with which the Company, our directors, ouremployees and our representatives must comply; this Code refers to only a fewof them.

 

**2.****             PublicDisclosure**

 

It is the Company’s policy that the information in ourpublic communications, including SEC filings, be full, fair, accurate, timelyand understandable.  All directors,employees and representatives of the Company who are involved in our disclosureprocess (including our principal executive officer, principal financialofficer, principal accounting officer or controller, or persons performingsimilar functions) are responsible for acting in furtherance of thispolicy.  In particular, these individualsare required to maintain familiarity with the disclosure requirementsapplicable to the Company and are prohibited from knowingly misrepresenting,omitting or causing others to misrepresent or omit material facts about theCompany to others, whether within or outside the Company, including the Company’sindependent auditors. In addition, any director, employee or representative ofthe Company who has a supervisory role in

 

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the Company’s disclosureprocess has an obligation to discharge his or her responsibilities diligently.

 

**3.****             Conflictsof Interest**

 

A “conflict of interest” occurs when an individual’sprivate interest interferes in any way, or even appears to interfere, with theinterests of the Company as a whole.  Aconflict situation can arise when a director, employee or representative of theCompany takes actions or has interests that may make it difficult to performhis or her work for the Company objectively and effectively.

 

Personal conflicts of interest are prohibited as amatter of Company policy, unless they have been waived in writing by theCompany.  In particular, no director,employee or representative of the Company may use or attempt to use his or herposition at the Company to obtain any improper personal benefit for himself orherself, for his or her family members, or for any other person, includingloans or guarantees of obligations, from any person or entity.  Service to the Company should never besubordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided.  The term “family member” means a person’sspouse, parents, children and siblings, whether by blood, marriage or adoption,or anyone residing in such person’s home. Contacting a vendor, contractor, consultant, or other organization withwhom the Company does business, for the purpose of soliciting any personalbenefit, including gifts, discounts, employment opportunities or any personalfavor, is expressly prohibited.  Anydirector, employee or representative of the Company who is aware of a materialtransaction or relationship that could reasonably be expected to give rise to aconflict of interest should discuss the matter promptly with an appropriatecontact person listed in Schedule A to this Code.

 

**4.****             InsiderTrading**

 

The Company is committedto complying with all securities laws and regulations.  U.S. securities laws prohibit persons fromtrading in the securities of a company on the basis of material non-publicinformation.  Material non-publicinformation is any information concerning a company’s business, prospects,securities or market that an investor might consider important in decidingwhether to buy or sell the securities of the company or that could affect themarket price of the securities. Examples of material information include:possible mergers; acquisitions or divestitures; actual or estimated financialresults or changes in dividends; purchases and sales of investments incompanies; obtaining or losing significant contracts; significant productdevelopments; threatened major litigation or developments in such matters; andmajor changes in business strategies. If you have access to materialinformation, whether it pertains to the Company or another company, do not buyor sell Company securities or those of the other company until at least twobusiness days after the information has been disclosed to the public by pressrelease or similar announcement.

 

Two simple rules canhelp protect you in this area:  (1) donot use material non-public information for personal gain, and (2) do notpass along such information to someone else who does not have a reason to know.

 

You must also comply atall times with the Company’s separate, more detailed policy on insider trading.

 

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**5.****             Giftsand Perks**

 

Associates in a retailbusiness environment are exposed to vendors and special interest groups on adaily basis.  From time to time, vendors,prospective vendors or special interest groups offer gifts (includingsample/trial merchandise and trips), and/or perks to solidify, promote orrecognize a good working relationship. Gander Mountain allows associates to accept an occasional gift and/orperk up to a maximum of $35 in value.

 

All associates must ensurethat such items do not interfere with what is best for the Company.  Acceptance of gifts (including sample/trialmerchandise and trips) and/or perks in excess of $35 in value requires writtenapproval of the next level manager. Additional procedural guidelines are available from the Human ResourcesDepartment.

 

**6.****             CorporateOpportunities**

 

Directors, employees and representatives of theCompany owe a duty to the Company to advance the Company’s legitimate businessinterests when the opportunity to do so arises. Directors, employees and representatives of the Company are prohibitedfrom taking for themselves, or directing to a third party, a businessopportunity that is discovered through the use of corporate property,information or position, unless the Company has already been offered theopportunity and turned it down.  Moregenerally, directors, employees and representatives of the Company areprohibited from using Company property, information or position for personalgain or competing, directly or indirectly, with the Company.

 

**7.****             Competitionand Fair Dealing**

 

The Company has a historyof succeeding through honest business competition.  We do not seek competitive advantages throughillegal or unethical business practices. Each director, employee and representative of the Company shouldendeavor to deal fairly with the Company’s customers, service providers, suppliers,competitors and employees.  No director,employee or representative of the Company should take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any unfair dealing practice.

 

The purpose of businessentertainment and gifts in a commercial setting is to create good will andsound working relationships, not to gain unfair advantage with customers,vendors or other parties.  No gift orentertainment should ever be offered, given, provided or accepted by anydirector, employee and representative of the Company unless it:  (1) is not a cash gift, (2) isconsistent with customary business practices, (3) is not in excess of $35in value (unless approved by the next level manager or an executive officer ofthe Company, as applicable), (4) cannot be construed as a bribe or payoffand (5) does not violate any laws or regulations.  Entertainment and gifts offered to associatesby vendors, prospective vendors or special interest groups are also subject tothe policy set forth above in Section 5. Please discuss with an appropriate contact person listed in Schedule Ato this Code any gifts or proposed gifts that you are not certain areappropriate.

 

**8.****             Discriminationand Harassment**

 

The diversity of the Company’s employees is atremendous asset.  We are firmlycommitted to providing equal opportunity in all aspects of employment and willnot tolerate any

 

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illegal discrimination orharassment of any kind.  Examples includederogatory comments based on racial or ethnic characteristics and unwelcomesexual advances.

 

**9.****             Healthand Safety**

 

It is the Company’s policy to establish and manage asafe and healthy work environment and to manage our business in ways that aresensitive to the environment and conserve natural resources.  The Company will comply with allenvironmental, health and safety laws and will internally establish and complywith our own stricter standards where we believe the applicable laws do notadequately protect health, safety or the environment.

 

It is essential to the Company to provide safeproducts and services that fulfill our responsibilities to the public, maintaina competitive position in the marketplace and retain the confidence of ourcustomers.  Products must be designed andproduced to internal safety and other standards and to comply with externalsafety and other regulations, the standards of any appropriate approval entitiesand any applicable contractual obligations.

 

The Company strives to provide a safe and healthy workenvironment. Each employee has responsibility for maintaining a safe andhealthy workplace for all employees by following safety and health rules andpractices and reporting accidents, injuries and unsafe equipment, practices orconditions.

 

Violence and threatening behavior are notpermitted.  Employees should report towork in condition to perform their duties, free from the influence of illegaldrugs or alcohol.  The use of illegaldrugs or alcohol in the workplace will not be tolerated.

 

**10.****          Record-Keeping**

 

The Company requires honest and accurate recording andreporting of information in order to make responsible business decisions.  For example, only the true and actual numberof hours worked should be reported.

 

Many employees regularly use business expenseaccounts, which must be documented and recorded accurately.  If you are not sure whether a certain expenseis legitimate, contact the appropriate person listed on Schedule Ato this Code.

 

All of the Company’s books, records, accounts andfinancial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions and must be subject tointernal controls, generally accepted accounting principles, and applicablelegal requirements and government regulations. Unrecorded or “off the books”funds or assets should not be maintained unless permitted by applicable law orregulation.

 

Business records and communications often becomepublic, and we should avoid exaggeration, derogatory remarks, guesswork orinappropriate characterizations of people and companies that can bemisunderstood.  This applies equally toe-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’srecord retention policies.

 

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**11.****          Confidentiality**

 

In carrying out the Company’s business, directors,employees and representatives of the Company often learn confidential orproprietary information about the Company, our customers, prospective customersor other third parties.  Directors,employees and representatives of the Company must maintain the confidentialityof all information so entrusted to them, except when disclosure is authorizedor legally mandated.  Confidential orproprietary information includes, among other things, any non-publicinformation concerning the Company, including all non-public information thatmight be of use to competitors or harmful to the Company or our customers ifdisclosed.  The obligation to preserveconfidential information continues even after a director, employee orrepresentative ceases to perform services for the Company.

 

**12.****          Protectionand Proper Use of Company Assets**

 

All directors, employees and representatives of theCompany should protect the Company’s assets and ensure their efficientuse.  Theft, carelessness and waste havea direct impact on our profitability. Any suspected incident of fraud or theft should be immediately reportedfor investigation.  The Company’s assetsshould not be used for non-company business, though incidental personal use maybe permitted.  Any act that involvestheft, fraud, embezzlement or misappropriation of any property is prohibited.

 

The obligation of directors, employees andrepresentatives of the Company to protect our assets includes our proprietaryinformation, intellectual property and innovative ideas.  These intangible assets are very valuable tothe Company and must be appropriately managed and protected.  Information pertaining to acquisition anddivestiture plans, technology, competitive position, directional strategy,customers, salaries, product costs, trade secrets and other proprietaryinformation must be protected from misuse.

 

Intellectual property rights, including patents,trademarks, copyrights, trade secrets and know-how, are valuable assets andmust be planned for and managed with the same degree of care as any othervaluable asset.  New concepts and ideaswill be identified for purposes of evaluation and protection, as appropriate,to support the Company’s long-term and short-term goals.  Where appropriate, ideas should be directedto the Company’s intellectual property counsel for patent, copyright or tradesecret protection.

 

Employees and representatives of the Company have anobligation to protect and manage any software that is licensed by, orproprietary to, the Company.  “Software”includes programs, routines and procedures that cause a computer system toperform a predetermined function or functions, as well as the supportingdocumentation.  This includes algorithms,flow charts, diagrams, specifications, diagnostic testing materials andoperating or maintenance manuals. Employees and representatives of the Company using, acquiring ordeveloping software must make sure that the appropriate intellectual propertyrights (copyrights, patents and trade secrets) in the software areobtained.  All software use must be incompliance with applicable laws and contractual obligations assumed by theCompany, including copyright laws and necessary licensing.  No employee or representative of the Companymay use unlicensed software or create or use unauthorized copies of software.

 

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**13.****          Paymentsto Government Personnel**

 

The U.S. Foreign Corrupt Practices Act prohibitsgiving anything of value, directly or indirectly, to officials of foreigngovernments or foreign political candidates in order to obtain or retainbusiness.  It is strictly prohibited tomake illegal payments to government officials of any country.

 

In addition, the U.S. government has a number of lawsand regulations regarding business gratuities which may be accepted by U.S.government personnel.  The promise, offeror delivery to an official or employee of the U.S. government of a gift, favoror other gratuity in violation of these rules would not only violateCompany policy but could also be a criminal offense.  State and local governments, as well asforeign governments, may have similar rules.

 

**14.****          Waiversof the Code of Business Conduct and Ethics**

 

This Code may be amended or modified by the Company’sboard of directors. Any waivers of the provisions in this Code for the Company’sdirectors, principal executive officer, principal financial officer, principalaccounting officer, controller and other employees performing similar functionsand other executive officers may be granted only by the Company’s board ofdirectors.  Any amendment to, or waiverfrom, a provision of this Code that applies to a director, principal executiveofficer, principal financial officer, principal accounting officer, controllerand other employee performing similar functions and other executive officerswill be publicly disclosed as required by applicable law, regulation or Nasdaqrules.

 

**15.****          ReportingViolation and Enforcement**

 

All directors, employees and representatives of theCompany must understand and comply with this Code.  Violation of this Code will not be toleratedand will result in discipline for employees and other appropriate consequencesfor non-employees, including possible removal from the Board.

 

Any person who knows or believes that any director,employee or representative of the Company has engaged or is engaging incompany-related conduct that violates this Code should report such informationto an appropriate contact person, or by an appropriate method, listed in Schedule Ato this Code.

 

You may report such conduct openly or anonymouslywithout fear of retaliation.  The Companywill not discipline, discriminate against or retaliate against any person whoreports such conduct in good faith, whether or not such information isultimately proven to be correct, or who cooperates in any investigation orinquiry regarding such conduct.  Confidentialityregarding those who make compliance reports and those potentially involved ismaintained to the extent possible during a compliance investigation.

 

In order to facilitate a complete investigation of asuspected violation, a reporting person should be prepared to provide as manydetails as possible, including a description of the questionable practice orbehavior, the names of any persons involved, the names of possible witnesses,dates, times, places and any other available details.

 

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Based on its investigation, the Company will takeprompt and appropriate corrective action in response to the concern, ifnecessary, to ensure compliance with legal and ethical requirements.

 

Violation of this Code may result in disciplinaryaction, up to and including termination of employment, removal from the boardor other appropriate consequences for non-employees.  Any supervisor who directs or approves of anyconduct in violation of this Code, or who has knowledge of such conduct anddoes not immediately report it, also will be subject to disciplinary action, upto and including termination of employment.

 

Legal proceedings may also be commenced, if necessary,to recover the amount of any improper expenditures, any profits realized by theoffending director, employee or representative of the Company and any financialdetriment sustained by the Company.  Inappropriate circumstances, violations of this Code will be reported to theapplicable authority.

 

**16.****          ComplianceProcedures**

 

We must all work to ensure prompt and consistentaction against violations of this Code. However, in some situations it isdifficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is importantthat we have a way to approach a new question or problem.  These are the steps to keep in mind:

 

•      Makesure you have all the facts.  Inorder to reach the right solutions, we must be as fully informed as possible.

 

•      AskYourself Questions.  If you are indoubt about a business conduct situation, ask yourself the following questions:

•      Isit legal?

•      Doesit violate this Code?

•      Isit consistent with the Company’s values?

•      Isit fair and just?

•      Howdoes it make me feel about myself?

•      Whatwould my family think about it?

•      Howwould it look in a newspaper article?

•      WillI sleep soundly tonight?

•      Whatwould I tell my child to do?

•      Doesit have the appearance of impropriety?

 

•      Clarifyyour responsibility and role.  Inmost situations, there is shared responsibility. Are your colleaguesinformed?  It may help to get othersinvolved and discuss the problem.

 

•      Discussthe problem with your supervisor. This is the basic guidance for allsituations.  In many cases, yoursupervisor will be more knowledgeable about the question and will appreciatebeing brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solveproblems.

 

•      Seekhelp from Company resources.  If youfeel that it may not be appropriate to discuss an issue with your supervisor,or where you do not feel comfortable

 

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approaching your supervisor with your question,discuss it with the appropriate person listed on Schedule A to thisCode.

 

•      Alwaysask first, act later:  If you areunsure of what to do in any situation, seek guidance before you act.

 

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**SCHEDULE A — CONTACT LIST**

 

**Directors and Executive Officers**

 

**Contact:**

•              Chairman of theBoard

•              Chairof the Audit Committee

•              ChiefFinancial Officer

•              GeneralCounsel

 

**Other Employees**

 

**Contact:**

•              Theemployee’s immediate supervisor

•              VicePresident, Human Resources

•              ChiefAdministrative Officer

•              GeneralCounsel

•              Chairof the Audit Committee

 

**Company Representatives**

 

**Contact:**

•              VicePresident, Human Resources

•              ChiefFinancial Officer

•              ChiefAdministrative Officer

•              GeneralCounsel

 

**Anonymous Reporting**

 

**Method:**

•              Writtencommunication that does not include your name to the appropriate person listedabove or through the following Internet address: **https://www.compliance-helpline.com/gandermountain.jfp**,or

•              Callthe Company’s **toll-free reporting hotline** at**1-800-755-1843** and describe the matterin detail without leaving your name.

 

**Complaints Regarding Accounting, Internal Controlsor Auditing Matters**

 

All complaints made regarding accounting, internal controls or auditingmatters, whether made through the Internet address, hotline or by anothermethod, will be directed to the Audit Committee.

 

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This contact list is subject to change from time to time.  Any change to this contact list shall not bedeemed an amendment to this Code.

 

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