Nonemployee Director Compensation Policy for The Sportsman's Guide, Inc.

Summary

The Sportsman's Guide, Inc. sets an annual fee of $40,000 for nonemployee (outside) directors, effective retroactively from January 1, 2005. Directors who serve only part of the year receive a pro-rated amount. The chairman of the board receives an extra $12,000 per year, and each committee chairman receives an additional $8,000 per year, also retroactive to January 1, 2005. However, no director receives more than one additional chairman fee. This policy outlines the compensation structure for nonemployee directors and chairmen.

EX-10.1 2 c92700exv10w1.txt FEES FOR NONEMPLOYEE DIRECTORS THE SPORTSMAN'S GUIDE, INC. FEES FOR NONEMPLOYEE DIRECTORS The fee for nonemployee (outside) members of the board of directors is set at $40,000 for the full year, retroactive to January 1, 2005. Directors serving part of the year are paid pro rata based on time of service. The chairman of the board of directors is paid additional compensation in the amount of $12,000 per year and an additional fee of $8,000 per year is paid to the chairman of each committee of the board of directors, retroactive to January 1, 2005. Additional fees for chairmanships are not redundant. No outside director receives more than one additional fee as board or committee chairman.