EMPLOYMENT AGREEMENT

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

        THIS AGREEMENT, made and entered into as of this 31st day of December, 1997, by and between Golf Galaxy, Inc. (the "Company") and Randy Zanatta (the "Executive").

W I T N E S S E T H :

        WHEREAS, the Company desires to retain the services of the Executive in the capacity of President and Chief Executive Officer and the Executive hereby accepts and agrees to such employment, subject to the supervision of the Board of Directors of the Company (the "Board") and the further terms and conditions set forth herein.

        NOW THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
EMPLOYMENT AND TERM

        1.1    EMPLOYMENT.    Upon the terms and subject to the conditions herein contained, the Company hereby employs the Executive as President and Chief Executive Officer or in such other capacity as may be determined from time to time by the Board, and the Executive hereby accepts such employment.

        1.2    TERM.    Except as otherwise provided in this Agreement, the term (the "Term") of this Agreement shall commence as of the date hereof and shall continue until this Agreement is terminated by either party pursuant to the terms hereof.

ARTICLE II.
COMPENSATION

        2.1    SALARY.    In exchange for the provision of services, the Executive shall receive an annual salary in the amount of One Hundred Forty Thousand Dollars ($140,000) (the "Salary") payable on a pro rata, bi-weekly basis, The Salary shall be reviewed by the Board on the first business day of each fiscal year occurring during the Term (the "Review Date"), the first such review to take place on March 1, 1999 and the Board may (but shall not be obligated to) increase or decrease said salary as of the Review Date by such amount as the Board deems appropriate.

        2.2    BENEFITS.    Except as the Board may otherwise provide, Executive shall be entitled to participate in any profit sharing plan, life insurance, health insurance, dental insurance, disability insurance or any other fringe benefit plan which the Company may from time to time make available to its salaried senior executives. Any of such benefits may be modified or withdrawn by the Company in its discretion during the Term to the extent the same are withdrawn or modified or supplemented for other employees similarly situated.

1

        2.3    DISCRETIONARY BONUS.    The Executive may from time to time receive a bonus in the sole discretion of the Board.

        2.4    VACATION.    Executive shall be entitled to fifteen (15) days paid vacation per year, which shall be prorated during any partial year during the Term.

        2.5    EXPENSES.    The Company shall reimburse the Executive for all reasonable expenses properly incurred by the Executive in the discharge of his duties hereunder upon production of evidence therefor.

ARTICLE III.
DUTIES OF EXECUTIVE

        3.1    SERVICES; DUTIES.    Executive shall have the normal duties, responsibilities and authority of a President and Chief Executive Officer, subject to the power of the Board to expand or limit such duties, responsibilities and authority. The Executive shall devote Executive's full time and effort to the business of the Company. The Executive shall perform the duties and obligations required of the Executive hereunder in a competent, efficient and satisfactory manner at such hours and under such conditions as the performance of such duties and obligations may require.

        3.2    CONFIDENTIALITY AND LOYALTY.    Executive acknowledges that, during the course of Executive's employment Executive will produce and have access to materials, records, data and information not generally available to the public regarding the Company, its customers and affiliates (collectively "Confidential Information"). Accordingly, during and subsequent to the termination of this Agreement, Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any Confidential Information, except to the extent authorized in writing by the Company, or as required by law or any competent administrative agency or as otherwise is reasonably necessary or appropriate in connection with the performance by Executive of his duties pursuant to this Agreement. Upon termination of Executive's employment under this Agreement, Executive shall promptly deliver to the Company (i) all records, manuals, books, documents, client lists, letters, reports, data, tables, calculations and all copies of any of the foregoing which are the property of the Company or which relate in any way to the business or practices of the Company, and (ii) all other property of the Company and Confidential Information which in any of these cases are in his possession or under his control.

        3.3    NON-COMPETITION AND NON-INDUCEMENT.    In consideration of the compensation payable to Executive hereunder, Executive agrees that during the period of Executive's employment with the Company and for the six-month period immediately following termination of Executive's employment with the Company for any reason, Executive shall not, directly or indirectly, on his own account or in the service of any other person, firm, corporation or other entity, become involved as an employee, partner, director, officer, principal, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other entity engaged in any business of the type being conducted or rendered by the Company on the date of the termination of Executive's employment. Executive further agrees that during the

2

period of his employment with the Company and for the six-month period immediately following termination of such employment for any reason, Executive shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity aid or endeavor to solicit or induce any of the employees of the Company or its affiliates to leave their employment in order to accept employment elsewhere.

        3.4    REMEDIES.    Executive agrees and understands that any breach of any of the covenants or agreements set forth in Article III of this Agreement will cause the Company irreparable harm for which there is no adequate remedy at law, and, without limiting whatever other rights and remedies the Company may have under this Agreement, Executive consents to the issuance of an injunction in favor of the Company enjoining the breach of any of the aforesaid covenants or agreements by any court of competent jurisdiction. If any or all of the aforesaid covenants or agreements are held to be unenforceable because of the scope or duration of such covenant or agreement, the parties agree that the court making such determination shall have the power to reduce or modify the scope and/or duration of such covenant to the extent that allows the maximum scope and/or duration permitted by applicable law.

        3.5    SURVIVAL.    The obligations of this Article III shall survive the expiration or termination of this Agreement.

ARTICLE IV.
TERMINATION

        4.1    TERMINATION FOR CAUSE.    Notwithstanding anything contained. in this Agreement to the contrary, the Company shall have the right to terminate the employment of the Executive upon the occurrence of any of the following events (which events shall constitute "Cause" for termination):

        (a)   The Executive shall commit any breach or violation of any of Executive's representations or covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company (except in the event of a breach of any provision of Article III, which shall require no notice to Executive prior to termination);

        (b)   The Executive shall willfully and continually fail to substantially "perform Executive's duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of written notice specifying the failure to substantially perform;

        (c)   The Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Executive's receipt of written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board.

3

        (d)   The Executive shall, in the performance of the Executive's duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company;

        (e)   The Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company, provided that such instructions are not in violation of this Agreement;

        (f)    The Executive shall become disabled during the Term (the Executive shall be deemed to be disabled if the Executive is eligible to receiv