WEST MARINE INC
CEO CONTRACT
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<TYPE>EX-10.4
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<FILENAME>dex104.txt
<DESCRIPTION>CEO CONTRACT
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                                                                    Exhibit 10.4

3/29/02

                                  CEO Contract

Incumbent:     John H Edmondson (Referred to as John in this contract)

Title:         President and CEO of West Marine

Term:          From date signed through February 2004

Salary:        Current salary, adjusted annually based on overall review rating
               as per West Marine guidelines

Bonus:         Annual Bonus:
               Target 75% of Salary (No bonus paid below 80% of budget or last
               years Net Profit after tax whichever is higher)

               Annual Bonus for FY 2002 consists of two parts:

                    Part I (Earnings Bonus): Represents 80% of annual bonus.
                    (I.E. 80% of 75% of salary when company earns 100% of budget
                    earnings.) 100% of bonus paid when audited company financial
                    results show that company earned 100% of Net Earnings after
                    tax as per budget approved by the Board of Directors for the
                    year. The bonus is increased or decreased as Net Earnings
                    after tax increase or decrease from the budget by a factor
                    of 4:1. Minimum hurdle for achieving Earnings Bonus is prior
                    years Net Earnings after tax or 80% of budget whichever is
                    higher.

                    Part 2 (Comp Sales Bonus): Represents 20% of annual bonus.
                    Full bonus is paid when company comparable store sales hit
                    budgeted Comp store sales. For every point increase or
                    decrease over the budgeted sales, this sales bonus is
                    respectively increased or decreased by 20%.

               Organization and compensation committee will set bonus parameters
               for FY 2003.

               Long Term Bonus: This bonus will be paid after audited financial
               results for 2003 become available.

               There are two components: ROA for the year 2003 and average 3
               year straight top line sales growth for 2001, 2002 and 2003.

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               The targets for bonus purposes and amount of bonus potential will
               be set by March 30, 2002 by the company's Organization and
               Compensation Committee.

               Condition (applies to annual bonus): 100% of earned bonus in
               excess of 50% of salary be used to purchase West Marine stock on
               the open market. Stock to be held until CEO leaves company.

Stock Options: Annual stock option grant as recommended by Compensation
committee (but with market value of a minimum of $1,000,000 market value of
stock being optioned, in the event stock is selling for less than $20.00, the
option grant will be 50,000 shares), vesting 20% per year.

Stock Ownership guidelines: Executive shall build an equity position equal to
approximately 2X annual salary amount over a two-year period. An equity position
is defined as ownership of stock.

Stock Option Vesting: All Options currently granted as well as additional
Options granted through the expiration of this contract will vest
unconditionally until exhausted. The vesting may be accelerated or vest under
normal conditions at the discretion of the Board of Directors.

Other Incentives: Throughout the period that Johns stock vests and until fully
exercised, he will be allowed to participate in the company's health care
insurance programs at no expense.

John agrees that he will continue in his CEO role at West Marine through
February 28, 2004. He will also use his best efforts to insure that succession
planning and training for the CEO position have been successfully completed in
the opinion of the Board. If an internal candidate is not deemed ready then John
agrees to stay up to an additional six months while a qualified external
successor is being hired.

Employment Guarantee: In the event of termination by the company for any reason
other than cause, defined as an act of fraud or dishonesty that materially
affects the company in an adverse manner, Following written notice of
termination, John will be entitled to salary and estimated bonuses for the
period ending with the term of this contract or twelve months, whichever is
greater. In addition all stock options will immediately vest and become
exercisable for a period of up to one year from the ending term of the term of
this contract.

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Confidentiality and Non-Compete: John agrees to execute the attached
Confidentiality and Non-Compete agreement concurrently with the signing of this
Contract.

Date: March 29, 2002


/s/ Randy Repass                                /s/ John H. Edmondson
---------------------------------               --------------------------------
Randy Repass                                    John H. Edmondson
Chairman                                        CEO

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