**EXHIBIT 10.29**

 

**STOCK AGREEMENT**

 

**THIS AGREEMENT**,made and entered into as of the 1st day of January, 2007 by andbetween **Affinity Group, Inc.**, a Delawarecorporation (“AGI”) and **[                  ]**(“Executive”);

 

# **W I T NE S S E T H**

# ** **

**WHEREAS**, AGIproposes to employ the Executive in the operations of the Company (ashereinafter defined) and AGI is desirous of affording Executive incentives, inthe form of phantom stock of the Company, in connection therewith;

 

**NOW, THEREFORE**,in consideration of the mutual covenants contained herein and other good andvaluable consideration, AGI and Executive hereby agree as follows:

 

**ARTICLE I**

 

EMPLOYMENT

 

Section l.l. Employment.  The Company hereby employs the Executive as[                  ] of the Company toperform such duties and discharge such functions in and about the business andaffairs of AGI and/or one or more of its subsidiaries, as the board ofdirectors of the Company may from time to time determine. Executive agrees,during the term hereof, to diligently and in good faith perform and dischargesuch duties and functions and Executive shall devote all of his working time,energy and ability exclusively to the performance of his duties hereunder. Executiveshall not directly or indirectly engage or participate in the operations ormanagement of, or render any services to, any other businesses or enterprises.

 

Section l.2. Basic Compensation.  The Company agrees to pay Executive a baseannual salary and annual bonus (or such other amount as may be from time to timedetermined by the board of directors of the Company) (collectively the “BasicCompensation”). Basic Compensation payable under this section shall be payablein accordance with such practices and procedures as are generally applicable toother employees of the Company.

 

Section l.3. Fringe Benefits.  While Executive is in the employ of theCompany, the Company agrees to provide to Executive such benefits as may beprovided by the Company from time to time to its similarly situated employees.

 

Section 1.4. Severance.  If the Company terminates the employment ofthe Executive without Cause or if the Executive terminates employment with theCompany for Good Reason, the Company shall (i) make a lump sum severancepayment equal to one (1) year of Basic Compensation (at the level beingpaid at the time of termination), and (ii) pay to the Executive the amountof the bonus, if any, accrued or earned to the date of such termination undersection 1.5 hereof. Such severance payment shall be made within 30 days after thedetermination of the amount of the accrued bonus calculated pursuant to theprovisions of section 1.5 hereof. It is agreed that any termination ofemployment is without prejudice to any other remedy to which the Company may beentitled, either by law, in equity or under this Agreement.

 

In addition to the foregoing, if, during the periodof three (3) years following a Change of Control, the Company terminatesthe employment of the Executive without Cause or if the Executive terminatesemployment with the Company for Good Reason, the Company shall, at its expense,continue providing

 

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toExecutive, for the period of three (3) years following a Change ofControl, the same life and health insurance benefits as provided to Executiveimmediately prior to such termination.

 

The Company has the absolute right to terminate thisAgreement, and the employment of the Executive hereunder, for Cause without anyfurther obligation to the Executive in respect of severance payments to theExecutive hereunder. For purposes of this Agreement, Cause includes, but is notlimited to the following:

 

(i)            Executive’s breach of the terms of thisAgreement or any other legal obligation to the Company; or

 

(ii)           Executive’s fraud, dishonesty, negligence,misconduct or other deliberate action which causes injury to the Company or anyof its subsidiaries or to their respective reputations or an act of theExecutive involving moral turpitude or a serious crime.

 

The Executive shall not be entitled to severanceunder this section 1.4 if the employment of the Executive is terminated for anyof the following reasons:

 

(i)            the Executive terminates this Agreement atany time;

 

(ii)           death of the Executive;

 

(iii)          the Disability of the Executive.

 

Section 1.5. Bonus.  The Company adopts, from time to time, formalwritten bonus programs for certain of its executives. Such written bonusprograms, if adopted and if extended to the Executive, shall be in addition tothe Basic Compensation payable under section 1.2 hereof. The amount of thebonus will be determined on mutually agreed-upon objectives. The Companyreserves the absolute right to amend, replace or terminate, from time to time,any such written bonus program and to determine the extent of its application,all without any liability to the Executive. The bonus, if any, payable underthis section 1.5 shall be paid in accordance with the terms of the formalwritten bonus program adopted by the Company.

 

Section l.6. Term.  The term of this Agreement shall commence on January 1,2007 and continue through  December 31,2009; provided, however, that Executive shall have the continuing option toimmediately terminate the employment provided by section l.l hereof by givingtwo weeks’ notice thereof to the Company and the Company shall have thecontinuing option to immediately terminate the employment provided by sectionl.l hereof by giving written notice thereof to Executive which notice may beeffective immediately. Upon any such termination, all of the rights andobligations set forth in this Article I shall terminate provided, only,that the Company shall pay to Executive the severance, if any, payable undersection 1.4 hereof.

 

**ARTICLE II**

 

PHANTOM STOCK INTEREST

 

Section 2.l. Award of Phantom Stock Interest. The Company hereby awards the PhantomStock Interest to the Executive.

 

Section 2.2.   Payment of Phantom Stock Interest.  TheCompany shall pay, and Executive shall be entitled to receive, the cash valueof the Phantom Stock Interest, which shall be paid as follows:

 

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(i)            one-third thereof within 30 days of thedetermination of such cash value in accordance with the provisions of section4.3 hereof, and

 

(ii)           one-third thereof on the first anniversary ofthe Determination Date, and

 

(iii)          one-third thereof on the second anniversaryof the Determination Date.

 

Section 2.3.  Beneficiary.  Executive may designate (by filing with theCompany a written beneficiary designation form in form reasonably acceptable tothe Company) one or more primary beneficiaries or contingent beneficiaries toreceive all or a specified part of the cash value of the Phantom Stock Interestwhich, at the time of Executive’s death, may remain unpaid under this Agreementand Executive may change or revoke any such designation from time to time. Nosuch designation, change or revocation shall be effective unless executed byExecutive and accepted by the Company during Executive’s lifetime. Each suchdesignation, change or revocation shall be effective under this Agreement untilchanged or revoked in the manner specified herein. No such change or revocationshall require the consent of any beneficiary theretofore designated byExecutive. If Executive fails to designate a beneficiary, or designates abeneficiary and thereafter revokes such designation without naming anotherbeneficiary, or designates one or more beneficiaries and all such beneficiariesso designated fail to survive Executive, then the beneficiary of the Phantom StockInterest, or the part thereof as to which Executive’s designation fails, as thecase may be, shall be the representative of Executive’s estate. UnlessExecutive has otherwise specified in the beneficiary designation, thebeneficiary or beneficiaries designated by Executive shall become fixed as ofExecutive’s death so that, if a beneficiary survives Executive but dies beforethe receipt of all payments due such beneficiary, such remaining payments shallbe payable to the representative of such beneficiary’s estate.

 

Section 2.4.  Benefits Not Transferable. Neither Executive nor any beneficiaryhereunder shall have any transferable interest in the payments due hereundernor any right to anticipate, alienate, dispose of, pledge or encumber the sameprior to actual receipt thereof, nor shall the same be subject to attachment,garnishment, execution following judgment or other legal process instituted bycreditors of Executive or any such beneficiary provided that the unpaid cashvalue of Executive’s Phantom Stock Interest and any payments due hereundershall at all times be subject to set-off for debts owed by the Executive to theCompany or its affiliates.

 

Section 2.5.  Nature of theCompany’s Obligation.  The Companyshall maintain a record of the Phantom Stock Interest but the Company shall notbe required to segregate any funds or other assets to be used for the paymentof benefits under this Agreement and no such record shall be considered asevidence of the creation of a trust fund, an escrow or any other segregation ofassets for the benefit of Executive or any beneficiary of Executive. Theobligation of the Company to make the payments described in this Agreement isan unsecured contractual obligation of the Company only, and neither Executivenor any beneficiary of Executive shall have any beneficial or preferredinterest by way of trust, escrow, lien or otherwise in and to any specificassets or funds. Executive specifically acknowledges that the Phantom StockInterest to be awarded pursuant to the terms of this Agreement are notsecurities in the Company and do not create any right in the equity or capitalof the Company or any of its affiliates. Executive and each beneficiary ofExecutive shall look solely to the general credit of the Company for satisfactionof any obligations due or to become due under this Agreement, it beingexpressly acknowledged by the Executive that the obligations of the Companyhereunder are junior and subordinate in right of payment to the obligations ofthe Company to its or the Company’s lenders. If the Company should, in its solediscretion, earmark or set aside any funds or other assets to pay benefitshereunder, the same shall, nevertheless, remain and be regarded as part of thegeneral assets of the Company subject to the claims of its general creditors(and shall not be considered to be held in a fiduciary capacity for the benefitof Executive or any beneficiary hereunder), and neither Executive nor anybeneficiary of Executive shall have any legal, beneficial, security or otherproperty interest therein. Upon delivery by the Company to Executive of theconsideration as provided in section 2.2, the rights

 

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andobligations of the Company and Executive under this Article II shallterminate and Executive shall have no other or further rights under this Article orin respect hereof.

 

**ARTICLE III**

 

COVENANT NOT TO COMPETE

 

Section 3.l.  Covenant Not toCompete.  Executive hereby covenantsthat, for a period of eighteen months next following the DeterminationDate (or such shorter period for which the Company continues to be owned oroperated by the Parent or its affiliates), Executive shall not be engaged orinterested in any business which competes, directly or indirectly, with thepublication or membership businesses of the Company or any subsidiary of theCompany (whether as a proprietor, partner with another, shareholder, agent orconsultant of, employee of or lender to, another) in the recreational vehicle,camping, outdoor living or other markets then served by the Company or suchsubsidiary, except as a proprietor, partner, shareholder, employee orconsultant in or to the Company or any entity controlled by, controlling orunder common control with the Company, provided that if the employment ofExecutive is terminated by the Company without Cause, the foregoing covenantshall not apply (without affecting the obligations hereinafter contained inthis section 3.l in respect of disclosures or solicitations by Executive) unlessthe Executive shall have been paid severance pursuant to section 1.4 hereof. Executiveagrees that he will not at any time disclose to any person or other entity whoor which is, or reasonably may be expected to be, in competition with theCompany or its affiliates, any confidential information or trade secrets of theCompany, any subsidiary of the Company or any of their respective affiliates,the contents of any customer lists of the Company, any subsidiary of theCompany or any of their respective affiliates or the general needs of thecustomers or other contracting parties with the Company, any subsidiary of theCompany or any of their respective affiliates, provided, however, the foregoingshall not prevent Executive from responding to the request of a governmentalagency or pursuant to a court order or as otherwise required by law. For aperiod of one  year following theDetermination Date, Executive agrees not to offer employment to, not to discussthe nature of any prospective employment opportunities with, and not tootherwise solicit any employee of the Company or such subsidiary (or any personwho was an employee of the Company or such subsidiary within 180 days of theDetermination Date) on his own behalf, on behalf of any employer of the Executive,on behalf of any entity with which the Executive is acting as a consultant orwith which the Executive is then otherwise affiliated.

 

Section 3.2.  Remedies.  Recognizing that a breach of the covenantcontained in section 3.1 would cause the Company irreparable injury and thedamages at law would be difficult to ascertain, Executive consents to thegranting of equitable relief by way of a restraining order or temporary orpermanent injunction by any court of competent jurisdiction to prohibit the breachor enforce the performance of the covenants contained in section 3.l. Theinvalidity or unenforceability of any provision of this Article or theapplication thereof to any person or circumstance shall not affect or impairthe validity or enforceability of any other provision or the application of thefirst provision to any other person or circumstance. Any provision of this Article thatmight otherwise be invalid or unenforceable because of contravention of anyapplicable law, statute or governmental regulation shall be deemed to beamended to the extent necessary to remove the cause of such invalidation orunenforceability and such provision as so amended shall remain in full forceand effect as a part hereof.

 

**ARTICLE IV.**

 

DEFINITIONS AND GENERALPROVISIONS

 

Section 4.l.  Definitions.  As used in this Agreement, the following termsshall have the respective meanings set forth below:

 

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Accounting Period:  Ifthe Determination Date falls on December 15th through December 31st,inclusive, the Fiscal Year of the Company in which the Determination Datefalls; if the Determination Date falls on January 1st through June 14th,inclusive, the Fiscal Year of the Company ending immediately prior to the dateon which the Determination Date falls; if the Determination Date falls on June 15ththrough December 14th, inclusive, the Rolling Four Fiscal Quarters endingimmediately prior to the date on which the Determination Date falls.

 

Acquisition:  Thepurchase by the Company an existing business operation as a going concern.

 

Base Cost:  $[              ] (US dollars) plus (i) thepurchase price (or other consideration therefore determined in accordance withgenerally accepted accounting principles) for any Acquisition made after thedate hereof less (ii) the sales price (or other consideration therefordetermined in accordance with generally accepted accounting principles) anyDisposition made after the date hereof.

 

Company:  Collectively, AGI and eachsubsidiary of AGI that is an “S corporation” or a substantially similarpass-through entity (including limited liability companies and partnerships)for federal income tax purposes.

 

Company Value:  Withrespect to any Accounting Period, the excess, if any, of (x) the FormulaValue for such Accounting Period over (y) the Base Cost.

 

Change of Control:  A “Change of Control” will be deemed to haveoccurred at such time as (a) the Existing Holders, individually or in theaggregate, shall cease to beneficially own (as defined under Rule 13(d)(3) orany successor rule or regulation promulgated under the Securities ExchangeAct of 1934), directly or indirectly, 50.1% or more of the voting equityinterests of the Company, (b) there shall be consummated any consolidationor merger of the Company or the Parent in which the Company or the Parent, asthe case may be, is not the continuing or surviving corporation or pursuant towhich the voting equity interests of the Company or the Parent would beconverted into cash, securities or other property, other than a merger orconsolidation of the Company or the Parent in which the holders of the votingequity interests of the Company or the Parent, as the case may be, outstandingimmediately prior to the consolidation or merger hold, directly or indirectly,at least a majority of the voting equity interests of the surviving corporationimmediately after such consolidation or merger, (c) there is a sale, leaseor transfer of all or substantially all of the assets of the Company or theParent to any person or group (as such term is defined in Section 13(d)(3) ofthe Securities Exchange Act of 1934), or (d) the shareholders of theCompany or the Parent shall approve any plan or proposal for the liquidation ordissolution of the Company or the Parent, as the case may be.

 

Determination Date:  Thedate of any of the following events: (i) termination of the Executive’semployment, whether by death or otherwise, (ii) a Sale, or (iii) December 31,2009.

 

Disability:  The physical or mentalincapacity of Executive for a period of more than 60 consecutive days, thedetermination of which by the board of directors of the Company shall beconclusive on the parties hereto.

 

Disposition:  The sale by the Company anexisting business operation as a going concern.

 

Existing Holders: Stephen Adams, his spouse and lineal descendants and trusts for theexclusive benefit of any of the foregoing persons and any affiliate of StephenAdams.

 

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Fiscal Quarter:  Thefiscal quarter of the Company ending on the last day of the calendar quarter.

 

Fiscal Year:  The fiscal year of the Companyas the case may be, ending on the last day of the calendar year.

 

Formula Value:  Forany Accounting Period, the product of eight (8) and Operating Profit ofthe Company for such Accounting Period.

 

Good Reason:  The occurrence of one or moreof the following events, without Executive’s written consent, within three (3) yearsfollowing a Change in Control (or before the Change in Control if theoccurrence is directly connected to the Change in Control and the Change inControl occurs):  (a) the Executiveis assigned any duties inconsistent with Executive’s position (includingstatus, offices, titles and reporting requirements), authorities, duties or anyother responsibilities as in effect immediately prior to the announcement ofthe Change in Control, (b) a reduction in base compensation or in anybonus plan from the amounts in effect immediately prior to the announcement ofthe Change in Control, or (c) Executive is required to be located outsidethe same metropolitan area as Executive’s office location immediately prior tothe announcement of the Change in Control.

 

Operating Profit:  Withrespect to any Accounting Period (i) the net income of the Company derivedfrom the ongoing business operations of such entity or entities for such periodplus (ii) interest, federal and state income taxes or any provision forsuch taxes, depreciation, amortization, financing costs, management fees and 90% of aircraft expenses. Operating Profit shall be determined on the accrualmethod of accounting and in accordance with generally accepted accountingprinciples consistently applied, provided that (i) in no event shalltradeout or barter transactions or extraordinary items of revenue or expense(including revenue or expense from non-operating investments, revenue orexpense from the sale or purchase of assets not considered an Acquisition orDisposition or revenue or expense not derived from business operations) bereflected in net income and (ii) amounts paid or received in settlement of(or payment of judgments in respect of) litigation which did not arise in theordinary course of the business operations of such entity or entities or any oftheir respective subsidiaries, shall not be reflected in net income (it beingunderstood that subsidiaries of the Company do have litigation which shall beconsidered litigation in the “ordinary course” of business operations). Ifthere has occurred a Disposition within the Accounting Period and the netproceeds of such Disposition have been received by the Company prior to thedate on which Company Value is to be calculated as herein provided, the netincome relating to the subject of such Disposition shall be deleted from thecalculation of Operating Profit. If there has occurred an Acquisition withinthe Accounting Period, the income from which is reflected in the AccountingPeriod only partially, the Operating Profit with respect to the subject of suchAcquisition shall be adjusted, on a historical pro forma basis, to reflectOperating Profit for the complete Accounting Period.

 

Parent:  Affinity Group Holding, Inc.,a Delaware corporation, or such other entity which holds in excess of 80 % ofthe issued and outstanding equity securities of the Parent.

 

Phantom Stock Interest:  Thecash equivalent of [                ](      %) of Company Value.

 

Rolling Four Fiscal Quarters:  Fourconsecutive Fiscal Quarters.

 

Section 4.2. Withholding Taxes.  The Company may withhold from any payment tobe made under this Agreement (and transmit to the proper taxing authority) suchamount as it may be required to withhold under any federal, state or other law.

 

Section 4.3. Administration.  The Company and its executive officers shallhave full power to interpret, construe and administer this Agreement, includingauthority to determine any dispute or claim with respect thereto. Thedetermination of the Company in any matter, made in good faith, shall be

 

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bindingand conclusive upon Executive and all other persons having any right or benefithereunder. Unless Executive shall give notice to the Company objecting to theCompany’s calculation of Base Cost, Company Value, Formula Value or OperatingProfit for any period (or any other calculation to be determined for thepurposes of this Agreement) within thirty days after notice of thedetermination thereof by the Company, such calculation shall conclusively bedeemed to have been accepted by the parties hereto. The cash value of thePhantom Stock Interest shall be set forth in a certificate of the chieffinancial officer of the Company, the determination of which shall be madewithin 150 days of the Determination Date and shall be conclusive and bindingupon the Executive provided that, if the Executive shall disagree with theamount of the Base Cost, Company Value, Formula Value or Operating Profit asdetermined by the chief financial officer of the Company (written notice ofwhich shall be given by the Executive within 30 days of the receipt of suchdetermination by the chief financial officer), Base Cost, Company Value,Formula Value or Operating Profit shall be determined by the independentcertified public accountants of the Company or, if the Company has not thenengaged a firm of independent certified public accountants, any “big six” firmof public accountants selected by the Company (the “Independent Accountant”). TheIndependent Accountant shall determine the Base Cost, Company Value, FormulaValue or Operating Profit of the Company within 30 days after its appointmentand shall be instructed to deliver to the Company and the Executive a writtenreport of its determination of the amount of such Base Cost, Company Value,Formula Value or Operating Profit.

 

The cost of the accounting services performed by theIndependent Accountant shall be borne by the Company unless the amount of theBase Cost, Company Value, Formula Value or Operating Profit as determined bythe Independent Accountant is the same as the amount determined by the Company’schief financial officer (or is an amount which results in a lower value for theExecutive of the Phantom Stock Interest or the bonus payable under section1.5), in which event the entire cost of the services of the IndependentAccountant shall be borne by the Executive and shall be deducted by the Companyfrom the Phantom Stock payment to be made pursuant to section 2.2 hereof or thebonus payable under section 1.5, as the case may be.

 

Any of the obligations of the Company hereunder maybe performed by an affiliate of the Company and such performance by anaffiliate shall be deemed to satisfy any such obligation of the Companyhereunder.

 

Section 4.4. Notices.  All notices, requests and other communicationsfrom any of the parties hereto to the other shall be in writing and shall beconsidered to have been duly given or served when personally delivered to anyindividual party, an executive officer of any corporate party, or on the firstday after the date of deposit with Federal Express for next day delivery,postage prepaid, or on the third day after deposit in the United States mail,certified or registered, return receipt requested, postage prepaid, or on thedate of telecopy, fax or similar telephonic transmission during normal businesshours, provided that the recipient has specifically acknowledged by telephonereceipt of such telecopy, fax or telephonic transmission; addressed, in allcases, to the party at his or its address set forth below, or to such otheraddress as such party may hereafter designate by written notice to the otherparty:

 

(i)  If to the Company to:

 

2575 Vista Del Mar Drive

Ventura, CA 93001

Attn:  StephenAdams

 

(ii)  If to Executive to:

 

 

 

 

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Section 4.5. Binding Effect.  The provisions of this Agreement shall notgive Executive any rights to continue to be employed or otherwise retained bythe Company or any affiliate thereof. Except as so provided, this Agreementshall be binding upon and inure to the benefit of the parties hereto, therespective successors and assigns of the Company and the beneficiaries,personal representatives and heirs of Executive.

 

Section 4.6. Controlling Law.  This Agreement shall be construed, and thelegal relations between the parties determined, in accordance with the laws ofthe state of incorporation of the Company.

 

Section 4.7. Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original without theproduction of the others, but all of which together shall constitute one andthe same instrument.

 

Section 4.8. Entire Agreement.  This Agreement contains the entireunderstanding of the parties with respect to the subject matter hereof and maynot be varied, modified or amended except by a writing signed by the parties tobe charged. The making, execution and delivery of this Agreement by the partieshereto have been induced by no representations, statements, warranties oragreements of the other except those herein expressed.

 

Section 4.9. Headings.  The division of this Agreement into sectionsand paragraphs and the titles assigned thereto is only a matter of conveniencefor reference and shall not define or limit any of the terms or provisions thereof.

 

**IN WITNESS WHEREOF**, the individual party has hereunto set his hand and the corporateparty has caused these presents to be executed by a proper officer thereuntoduly authorized all as of the day and year first above written.

 
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