EMPLOYMENT AGREEMENT

EXHIBIT 10.5

EMPLOYMENT AGREEMENT

        THIS AGREEMENT, is made and entered into as of this 6th day of January 2003, by and between Golf Galaxy, Inc. (the "Company") and Michael W. McCormick (the "Executive").

W I T N E S S E T H:

        WHEREAS, the Company desires to retain the services of Executive in the capacity of Chief Marketing Officer, and Executive desires to accept such employment, subject to the supervision of the President and Chief Executive Officer (the "President") of the Company 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 agree as follows:

ARTICLE I.
EMPLOYMENT AND TERM

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

        1.2    TERM.     Except as otherwise provided in this Agreement, the term (the "Term") of this Agreement shall commence on January 6, 2003 (hereafter "Date of Employment") and shall continue until this Agreement is terminated by either party pursuant to the terms hereof.

ARTICLE II.
COMPENSATION

        2.1    SALARY.     As compensation for his services to the Company and as compensation for his confidentiality, non-competition and non-solicitation agreement provided in Article 3 of this Agreement, Executive shall receive an annual salary in the amount of Two Hundred Thousand Dollars ($200,000) (the "Salary") payable on a pro rata, bi-weekly basis in accordance with the Company's regular payroll processes. The Salary shall be reviewed by the Company's Board of Directors on the first business day of each May occurring during the Term (the "Review Date"), the first such review to take place on May 1, 2003 and the Board of Directors may (but shall not be obligated to) increase or decrease the Salary as of the Review Date by an amount as the Board of Directors deems appropriate.

        2.2    STOCK OPTIONS.     Effective upon Executive's Date of Employment, the Board of Directors has approved grants for his right and option to purchase 75,000 shares of common stock of the Company as a senior level executive employee. Additionally, the Board of Directors approved annual grants for his right and option to purchase 25,000 shares of common stock of the Company for the 2003/2004 Fiscal Year, which will be distributed in late spring of 2003. The vesting schedule and terms of the options will be consistent with annual grants and communicated at the time of the Fiscal Year 2003/2004 annual grant.

        2.3    BENEFITS.     Except as the Board of Directors may otherwise provide, Executive shall be entitled to participate in any retirement savings plan, 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 to the extent that Executive's age, tenure, and title make him eligible to receive those benefits. 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.

        2.4    RELOCATION.     Executive will be reimbursed up to $10,000 for reasonable miscellaneous relocation expenses to the Minneapolis/St. Paul area, such as a house hunting trip, temporary living expenses, and other incidentals. Executive will also be reimbursed for the physical move of household goods separate from this amount. In order to secure reimbursement, an Expense Report with accompanying receipts must be submitted for approval. Executive understands that certain moving expenses are taxable to him per IRS regulations and will be recorded as taxable income on the W-2 in the year in which the relocation takes place.

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

        2.6    PAID TIME OFF.     Executive shall be entitled to twenty (20) days Paid Time Off (PTO) per calendar year, which shall be prorated during any partial year during the Term. Any additional PTO that is unused as of the last day of the calendar year shall be forfeited. Any unused PTO shall be paid to Executive at termination.

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

ARTICLE III.
DUTIES OF EXECUTIVE

        3.1    SERVICES; DUTIES.     Executive shall have the normal duties, responsibilities and authority of a Chief Marketing Officer, subject to the power of the President and/or the Board of Directors to expand or limit such duties, responsibilities and authority. Executive shall devote Executive's full time and best efforts to the business of the Company. Executive shall perform the duties and obligations required of 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.

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        3.2    CONFIDENTIALITY AND LOYALTY.     Executive acknowledges that, during the course of Executive's employment he will produce and have access to trade secrets, 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 for any reason, Executive shall promptly deliver to the Company (a) 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 (b) 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 and other good and valuable consideration provided to Executive under this Agreement, the receipt and sufficiency of which Executive hereby acknowledges, 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 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 or enter into an independent contractor or other business engagement elsewhere.

        3.4.    PATENT AND RELATED MATTERS.     

        (a)    Disclosure and Assignment.    Executive agrees to promptly disclose in writing to the Company complete information concerning each and every invention, discovery, improvement, device, design, apparatus, practice, process, method or product, whether patentable or not, made, developed, perfected, devised, conceived or first reduced to practice by Executive, either solely or in collaboration with others, during the term of this Agreement, or within six (6) months thereafter, whether or not during regular working hours, relating either directly or indirectly to the business, products, practices or techniques of the Company (hereinafter referred to as "Developments"). Executive, to the extent that he has the legal right to do so, hereby acknowledges that any and all of said Developments are the property of the Company and hereby assigns and agrees to assign to the Company any and all of Executive's right, title and interest in and to any and all of such Developments.

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        (b)    Future Developments.    As to any future Developments made by Executive which relate to the business, products or practices of the Company and which are first conceived or reduced to practice during the term of this Agreement, but which are claimed for any reason to belong to an entity or person other than the Company, Executive agrees to promptly disclose the same in writing to the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of such Developments under the terms of this Agreement.

        (c)    Limitation on Sections 3.4(a) and (b).    The provisions of Sections 3.4(a) and (b) shall not apply to any Development meeting the following conditions:

(i)

such Development was developed entirely on Executive's own time;



(ii)

such Development was made without the use of any Company equipment, supplies, facility or trade secret information;



(iii)

such Development does not relate (a) directly to the business of the Company, or (b) to the Company's actual or demonstrably anticipated research or development; and



(iv)

such Development does not result from any work performed by Executive for the Company.

        (d)    Assistance of Executive.    Upon request and without further compensation therefore, but at no expense to Executive, and whether during the term of this Agreement or thereafter, Executive will do all lawful acts, including, but not limited to, the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign patents, including, but not limited to, design patents, on any and all of such Developments, and for perfecting, affirming and recording the Company's complete ownership and title thereto, and to cooperate otherwise in all proceedings and matters relating thereto.

        (d)    Records.    Executive will keep complete, accurate and authentic accounts, notes, data and records of all Developments in the manner and form requested by the Company. Such accounts, notes, data and records shall be the property of the Company, and, upon its request, Executive will promptly surrender same to it or, if not previously surrendered upon its request or otherwise, Executive will surrender the same, and all copies thereof, to the Company upon the conclusion of her employment.

        3.5    UNDERSTANDINGS.     Executive acknowledges and agrees that (a) the Company informed him, as part of the offer of employment and prior to his accepting employment with the Company, that a confidentiality, non-competition, and non-inducement agreement would be required as part of the terms and conditions of his employment; (b) he has carefully considered the restrictions contained in this Agreement; (c) the restrictions in this Agreement are reasonable and will not unduly restrict him in securing other employment in the event of termination.

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        3.6    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 by any court of competent jurisdiction in favor of the Company enjoining the breach of any of the aforesaid covenants or agreements. 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.

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

ARTIC