**Exhibit 10.3****Sport Chalet, Inc.****INDEMNIFICATION AGREEMENT**          This Indemnification Agreement (the “Agreement”), dated as of                    , 200      is made andeffective as of the date set forth in Section 14 of the Agreement, by and between Sport Chalet,Inc., a Delaware corporation (the “Corporation”), and                     , a director and/or officer of theCorporation (the “Indemnitee”).RECITALS          A. The Corporation and the Indemnitee recognize that the present state of the law relating todirector and officer liability is too uncertain to provide the Corporation’s directors and officerswith adequate and reliable advance knowledge or guidance with respect to the legal risks andpotential liabilities to which they may become personally exposed as a result of performing theirduties for the Corporation;          B. The Corporation and the Indemnitee are aware of the substantial growth in the number oflawsuits filed against corporate directors and officers in connection with their activities in suchcapacities and by reason of their status as such;          C. The Corporation and the Indemnitee recognize that the cost of defending against suchlawsuits, whether or not meritorious, is typically beyond the financial resources of most directorsand officers of the Corporation;          D. The Corporation and the Indemnitee recognize that the legal risks and potentialliabilities, and the threat thereof, associated with proceedings filed against the directors andofficers of the Corporation bear no reasonable relationship to the amount of compensation receivedby the Corporation’s directors and officers;          E. The Corporation, after reasonable investigation prior to the date hereof, has determinedthat the liability insurance coverage available to the Corporation as of the date hereof isinadequate, unreasonably expensive or both. The Corporation believes, therefore, that the interestof the Corporation’s stockholders would be best served by a combination of (i) such insurance asthe Corporation may elect to obtain as provided in Section 8 below and (ii) a contract with itsdirectors and officers, including the Indemnitee, to indemnify them to the fullest extent permittedby law (as in effect on the date hereof, or, to the extent any amendment may expand such permittedindemnification, as hereafter in effect) against personal liability for actions taken in theperformance of their duties to the Corporation;          F. The Corporation’s Certificate of Incorporation and Bylaws authorize the indemnification ofthe directors and officers of the Corporation, subject to the limitations set forth in Section 145of the Delaware General Corporation Law (the “DGCL”);          G. The Board of Directors of the Corporation has concluded that, to retain and attracttalented and experienced individuals to serve as directors and officers of the Corporation and toencourage such individuals to take the business risks necessary for the
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success of the Corporation, it is necessary for the Corporation to contractually indemnify itsdirectors and officers, and to assume for itself liability for expenses and damages in connectionwith certain claims against such directors and officers in connection with their service to theCorporation, and has further concluded that the failure to provide such contractual indemnificationcould result in great harm to the Corporation and its stockholders;          H. The Corporation desires and has requested the Indemnitee to serve or continue to serve as adirector or officer of the Corporation, free from undue concern for the risks and potentialliabilities associated with such services to the Corporation; and          I. The Indemnitee is willing to serve, or continue to serve, the Corporation, provided, and onthe expressed condition, that he or she is furnished with the indemnification provided for herein.AGREEMENT          NOW, THEREFORE, the Corporation and Indemnitee agree as follows:          1. Definitions.               a. “Expenses” means, for the purposes of this Agreement, all direct and indirectcosts of anytype or nature whatsoever (including, without limitation, any fees and disbursements ofIndemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually andreasonably incurred by the Indemnitee in connection with the investigation, preparation, defense orappeal of a Proceeding; provided, however, that Expenses shall not include judgments, fines,penalties or amounts paid in settlement of a Proceeding.               b. “Other enterprise” includes, for the purposes of this Agreement, employee benefitplans;references to “fines” includes any excise taxes assessed on Indemnitee with respect to an employeebenefit plan; and references to “serving at the request of the Corporation” includes any serviceas a director, officer, employee or agent of the Corporation which imposes duties on, or involvesservices by, such director, officer, employee or agent with respect to an employee benefit plan,its participants or its beneficiaries; and if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in the interest of the participants and beneficiaries of anemployee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to thebest interests of the Corporation” as referred to in this Agreement.               c. “Proceeding” means, for the purposes of this Agreement, any threatened, pending, orcompleted action, suit or proceeding, whether civil, criminal, administrative or investigative(including an action brought by or in the right of the Corporation) in which Indemnitee may be ormay have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was adirector or officer of the Corporation, by reason of any action taken by Indemnitee or of anyinaction on Indemnitee’s part while acting as such director or officer or by reason of the factthat Indemnitee is or was serving at the request of the Corporation as a director, officer,employee or agent of another foreign or domestic corporation, partnership, joint venture, trust orother enterprise, or was a director and/or officer of the foreign or domestic corporation which wasa predecessor corporation to the Corporation or of another enterprise at the request of suchpredecessor corporation, whether or not Indemnitee is serving in such
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capacity at the time any liability or expense is incurred for which indemnification orreimbursement can be provided under this Agreement.          2. Agreement to Serve. In consideration of the protection afforded by this Agreement,if Indemnitee is a director of the Corporation, Indemnitee agrees to serve at least for the balanceof the current term as a director and not to resign voluntarily during such period without thewritten consent of a majority of the Board of Directors. If Indemnitee is an officer of theCorporation not serving under an employment contract, Indemnitee agrees to serve in such capacityat least for the balance of the current fiscal year of the Corporation and not to resignvoluntarily during such period without the written consent of a majority of the Board of Directors.Following the applicable period set forth above, Indemnitee agrees to serve or continue to servein such capacity as a director or officer of the Corporation to the best of his or her abilities atthe will of the Corporation or under separate contract, if such contract exists, for so long asIndemnitee is duly elected or appointed and qualified or until such time as Indemnitee tenders hisor her resignation in writing. Nothing contained in this Agreement is intended to create inIndemnitee any right to continued employment.          3. Indemnification.               a. Third Party Proceedings. The Corporation shall, except to the extent prohibited bythe DGCL or any other applicable law, rule, regulation or order, indemnify Indemnitee againstExpenses, judgments, fines, penalties or amounts paid in settlement (if the settlement is approvedin advance by the Corporation) actually and reasonably incurred by Indemnitee in connection with aProceeding (other than a Proceeding by or in the right of the Corporation) if Indemnitee acted ingood faith and in a manner Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceedingby judgment, order, settlement, conviction, or upon a plea of nolo contendere or itsequivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith andin a manner which Indemnitee reasonably believed to be in or not opposed to the best interests ofthe Corporation, or, with respect to any criminal Proceeding, had no reasonable cause to believethat Indemnitee’s conduct was unlawful.               b. Proceedings by or in the Right of the Corporation. To the fullest extent permittedby law, the Corporation shall indemnify Indemnitee against Expenses and amounts paid in settlementactually and reasonably incurred by Indemnitee in connection with a Proceeding by or in the rightof the Corporation to procure a judgment in its favor if Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the best interests of theCorporation. Notwithstanding the foregoing, no indemnification shall be made in respect of anyclaim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to theCorporation unless and only to the extent that the Court of Chancery or the court in which theproceeding is or was pending shall determine upon application that, in view of all thecircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity forexpenses and then only to the extent that the court shall determine.               c. Scope. Notwithstanding any other provision of this Agreement but subject toSection 13(b), the Corporation shall indemnify the Indemnitee to the fullest extent permitted bylaw, notwithstanding that such indemnification is not specifically authorized by
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other provisions of this Agreement, the Corporation’s Certificate of Incorporation, the Corporation’s Bylaws or bystatute.          4. Determination of Right to Indemnification. Upon receipt of a written claimaddressed to the Board of Directors for indemnification pursuant to Section 3, the Corporationshall determine by any of the methods set forth in Section 145 of the DGCL whether Indemnitee hasmet the applicable standards of conduct which make it permissible under applicable law to indemnifyIndemnitee. If a claim under Section 3 is not paid in full by the Corporation within thirty (30)days after such written claim has been received by the Corporation or if applicable, whatever timeis reasonably necessary for the Corporation to complete the investigation contemplated in Section 3of this Agreement, the Indemnitee may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim. The Indemnitee’s Expenses incurred in connection withsuccessfully establishing his or her right to indemnification or advances, in whole or in part, inany such Proceeding shall also be indemnified by the Corporation. Neither the failure of theCorporation (including its Board of Directors, independent legal counsel, or its stockholders) tomake a determination prior to the commencement of such action that indemnification of theIndemnitee is proper in the circumstances because Indemnitee has met the applicable standard ofconduct under applicable law, nor an actual determination by the Corporation (including its Boardof Directors, independent legal counsel or its stockholders) that the Indemnitee has not met suchapplicable standard of conduct, shall create a presumption that Indemnitee has not met theapplicable standard of conduct. The Corporation shall have the burden of proof concerning whetherthe Indemnitee has or has not met the applicable standard of conduct.          5. Advancement and Repayment of Expenses.               a. Proceedings. The Expenses incurred by Indemnitee in defending and investigatingany Proceeding shall be paid by the Corporation in advance of the final disposition of suchProceeding within thirty (30) days after receiving from Indemnitee the copies of invoices presentedto Indemnitee for such Expenses, if Indemnitee shall provide an undertaking to the Corporation torepay such amount to the extent it is ultimately determined that Indemnitee is not entitled toindemnification. In determining whether or not to make an advance hereunder, the ability ofIndemnitee to repay shall not be a factor. Notwithstanding the foregoing, in a proceeding broughtby the Corporation directly, in its own right (as distinguished from an action bought derivativelyor by any receiver or trustee), the Corporation shall not be required to make the advances calledfor hereby if the Board of Directors determines, in its sole discretion, that it does not appearthat Indemnitee has met the standards of conduct which make it permissible under applicable law toindemnify Indemnitee and the advancement of Expenses would not be in the best interests of theCorporation and its stockholders.               b. Mandatory Payment of Expenses. To the extent that Indemnitee has been successfulon the merits in defense of any action, suit, or other proceeding referred to in Section 3 hereofor in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against allExpenses incurred by Indemnitee in connection therewith.          6. Partial Indemnification. If the Indemnitee is entitled under any provision of thisAgreement to indemnification or advancement by the Corporation of some or a portion of any Expensesor liabilities of any type whatsoever (including, but not limited to, judgments,
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fines, penalties, and amounts paid in settlement) incurred by Indemnitee in the investigation, defense, settlement orappeal of a Proceeding, but is not entitled to indemnification or advancement of the total amountthereof, the Corporation shall nevertheless indemnify or pay advancements to the Indemnitee for theportion of such Expenses or liabilities to which the Indemnitee is entitled.          7. Notice to Corporation by Indemnitee. Indemnitee shall notify the Corporation inwriting of any matter with respect to which Indemnitee intends to seek indemnification hereunder assoon as reasonably practicable following the receipt by Indemnitee of written notice thereof;provided, however, that any delay in so notifying Corporation shall not constitute a waiver byIndemnitee of his or her rights hereunder. The written notification to the Corporation shall beaddressed to the Board of Directors and shall include a description of the nature of the Proceedingand the facts underlying the Proceeding and be accompanied by copies of any documents filed by anystate or federal regulatory agency or with the court in which the Proceeding is pending. Inaddition, Indemnitee shall give the Corporation such information and cooperation as it mayreasonably require and as shall be within Indemnitee’s power.          8. Maintenance of Liability Insurance.               a. The Corporation hereby agrees that so long as Indemnitee shall continue to serve as adirector or officer of the Corporation and thereafter so long as Indemnitee shall be subject to anypossible Proceeding, the Corporation, subject to Section 8(b), shall use its best efforts to obtainand maintain in full force and effect directors’ and officers’ liability insurance (“D&OInsurance”) which provides Indemnitee the same rights and benefits as are accorded to the mostfavorably insured of the Corporation’s directors, if Indemnitee is a director, or of theCorporation’s officers, if Indemnitee is not a director of the Corporation but is an officer.               b. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain ormaintain D&O Insurance if the Corporation determines in good faith that such insurance is notreasonably available, the premium costs for such insurance are disproportionate to the amount ofcoverage provided, the coverage provided by such insurance is limited by exclusions so as toprovide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by asubsidiary or parent of the Corporation.               c. Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuantto Section 7 hereof, the Corporation has D&O Insurance in effect, the Corporation shall give promptnotice of the commencement of such claim to the insurers in accordance with the procedures setforth in the respective policies. The Corporation shall thereafter take all necessary or desirableaction to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a resultof such Proceeding in accordance with the terms of such policies.               d. The obligation of the Corporation to indemnify the Indemnitee under this Agreement shall besecondary and any insurance purchased by the Corporation shall be primary.          9. Defense of Claim. In the event that the Corporation shall be obligated underSection 5 hereof to pay any Expenses of any Proceeding against Indemnitee, the
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Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding with counsel approved byIndemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee ofwritten notice of its election to do so. After delivery of such notice, approval of such counselby Indemnitee and the retention of such counsel by the Corporation, the Corporation will not beliable to Indemnitee under this Agreement for any fees of counsel subsequently incurred byIndemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the rightto employ his or her counsel in any such Proceeding, at Indemnitee’s expense; and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by the Corporation, or (B)Indemnitee shall have reasonably concluded that there may be a conflict of interest between theCorporation and the Indemnitee in the conduct of such defense or (C) the Corporation shall not, infact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses ofIndemnitee’s counsel shall be at the expense of the Corporation.          10. Attorneys’ Fees. In the event that Indemnitee or the Corporation institutes anaction to enforce or interpret any terms of this Agreement, the Corporation shall reimburseIndemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing and pursuing suchaction or defense, unless as part of such action or defense, a court of competent jurisdictiondetermines that the material assertions made by Indemnitee as a basis for such action or defensewere not made in good faith or were frivolous.          11. Continuation of Obligations. All agreements and obligations of the Corporationcontained herein shall continue during the period the Indemnitee is a director or officer of theCorporation, or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise,and shall continue thereafter so long as the Indemnitee shall be subject to any possible proceedingby reason of the fact that Indemnitee served in any capacity referred to herein.          12. Successors and Assigns. This Agreement establishes contract rights that shall bebinding upon, and shall inure to the benefit of, the successors, assigns, heirs and legalrepresentatives of the parties hereto.          13. Non-exclusivity.               a. The provisions for indemnification and advancement of expenses set forth in this Agreementshall not be deemed to be exclusive of any other rights that theIndemnitee may have under any provision of law, the Corporation’s Certificate of Incorporationor Bylaws, the vote of the Corporation’s stockholders or disinterested directors, other agreementsor otherwise, both as to action in his or her official capacity and action in another capacitywhile occupying his or her position as a director or officer of the Corporation. Theindemnification provided under this Agreement shall continue as to Indemnitee for any action takenor not taken while serving in an indemnified capacity even though Indemnitee may have ceased toserve in such capacity.               b. In the event of any changes, after the date of this Agreement, in any applicable law,statute, or rule which expand the right of a Delaware corporation to indemnify its officers anddirectors, the Indemnitee’s rights and the Corporation’s obligations under this Agreement shall beexpanded to the full extent permitted by such changes. In the event of any
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changes in anyapplicable law, statute or rule, which narrow the right of a Delaware corporation to indemnify adirector or officer, such changes, to the extent not otherwise required by such law, statute orrule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rightsand obligations hereunder.          14. Effectiveness of Agreement. This Agreement shall be effective as of the date setforth on the first page and may apply to acts or omissions of Indemnitee which occurred prior tosuch date if Indemnitee was an officer, director, employee or other agent of the Corporation, orwas serving at the request of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, at the time such act oromission occurred.          15. Severability. Nothing in this Agreement is intended to require or shall beconstrued as requiring the Corporation to do or fail to do any act in violation of applicable law.The Corporation’s inability, pursuant to court order, to perform its obligations under thisAgreement shall not constitute a breach of this Agreement. The provisions of this Agreement shallbe severable as provided in this Section 15. If this Agreement or any portion hereof shall beinvalidated on any ground by any court of competent jurisdiction, then the Corporation shallnevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of thisAgreement that shall not have been invalidated, and the balance of this Agreement not soinvalidated shall be enforceable in accordance with its terms.          16. Governing Law. This Agreement shall be interpreted and enforced in accordancewith the laws of the State of Delaware, except to the extent federal law is applicable. To theextent permitted by applicable law, the parties hereby waive any provisions of law which render anyprovision of this Agreement unenforceable in any respect.          17. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receiptedfor by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid,on the third business day after the mailing date. Addresses for notice to either party are as shownon the signature page of this Agreement, or as subsequently modified by written notice.          18. Mutual Acknowledgment. Both the Corporation and Indemnitee acknowledge that incertain instances, federal law or applicable public policy may prohibit the Corporation fromindemnifying its directors and officers under this Agreement or otherwise. Indemnitee understandsand acknowledges that the Corporation has undertaken or may be required in the future to undertakewith the Securities and Exchange Commission to submit the question of indemnification to a court incertain circumstances for a determination of the Corporation’s right under public policy toindemnify Indemnitee.          19. Subrogation. In the event of payment under this Agreement, the Corporation shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all documents required and shall do all acts that may be necessary to secure suchrights and to enable the Corporation effectively to bring suit to enforce such rights.
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          20. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original.          21. Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless in writing signed by both parties hereto.          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forthabove.                Sport Chalet, Inc.           By                    One Sport Chalet Drive    La Canada, CA 91011         INDEMNITEE:                         (Type Name)                (Signature)                (Address)  
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