**EXHIBIT10.29**

 

**STOCK AGREEMENT**

 

**THISAGREEMENT**, made and entered into as ofthe 1st day of January, 2007 by and between **AffinityGroup, Inc.**, a Delaware corporation (“AGI”) and **[                  ]**(“Executive”);

 

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

# ** **

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

 

**NOW,THEREFORE**, in consideration of themutual covenants contained herein and other good and valuable 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, todiligently and in good faith perform and discharge such duties and functionsand Executive shall devote all of his working time, energy and abilityexclusively to the performance of his duties hereunder.  Executive shall not directly or indirectlyengage or participate in the operations or management of, or render anyservices to, any other businesses or enterprises.

 

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

 

Section l.3.   FringeBenefits.  While Executive is in theemploy of the Company, the Company agrees to provide to Executive such benefitsas may be provided by the Company from time to time to its similarly situatedemployees.

 

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 severancepayment shall be made within 30 days after the determination of the amount ofthe accrued bonus calculated pursuant to the provisions of section 1.5hereof.  It is agreed that anytermination of employment is without prejudice to any other remedy to which theCompany may be entitled, either by law, in equity or under this Agreement.

 

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

 

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to Executive, for the period of three (3) yearsfollowing a Change of Control, the same life and health insurance benefits asprovided to Executive immediately prior to such termination.

 

The Company has the absoluteright to terminate this Agreement, and the employment of the Executivehereunder, for Cause without any further obligation to the Executive in respectof severance payments to the Executive hereunder.  For purposes of this Agreement, Causeincludes, but is not limited to the following:

 
| (i)    |   | Executive’s breach of the terms of this  Agreement 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  any of its subsidiaries or to their respective reputations or an act of the  Executive 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 at any  time; |
|--------|--------|-------------------------------------------------------|
|   |   |                                                  |
| (ii)   |   | death of the Executive;                               |
|   |   |                                                  |
| (iii)  |   | the Disability of the Executive.                      |

 

Section 1.5.  Bonus. The Company adopts, from time to time, formal written bonus programs forcertain of its executives.  Such writtenbonus programs, if adopted and if extended to the Executive, shall be inaddition to the Basic Compensation payable under section 1.2 hereof.  The amount of the bonus will be determined onmutually agreed-upon objectives.  TheCompany reserves the absolute right to amend, replace or terminate, from timeto time, any such written bonus program and to determine the extent of itsapplication, all without any liability to the Executive.  The bonus, if any, payable under this section1.5 shall be paid in accordance with the terms of the formal written bonusprogram adopted by the Company.

 

Section l.6. Term.  The term of thisAgreement shall commence on January 1, 2007 and continue through  December 31, 2009; provided, however,that Executive shall have the continuing option to immediately terminate theemployment provided by section l.l hereof by giving two weeks’ notice thereofto the Company and the Company shall have the continuing option to immediatelyterminate the employment provided by section l.l hereof by giving writtennotice thereof to Executive which notice may be effective immediately.  Upon any such termination, all of the rightsand obligations set forth in this Article I shall terminate provided,only, that the Company shall pay to Executive the severance, if any, payableunder section 1.4 hereof.

 

**ARTICLE II**

 

PHANTOMSTOCK INTEREST

 

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

 

Section 2.2.            Payment of Phantom Stock Interest.  The Company shall pay, and Executive shall beentitled to receive, the cash value of the Phantom Stock Interest, which shallbe paid as follows:

 

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| (i)    |   | one-third thereof within 30 days of the  determination of such cash value in accordance with the provisions of section  4.3 hereof, and |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                    |
| (ii)   |   | one-third thereof on the first anniversary of  the Determination Date, and                                                              |
|   |   |                                                                                                                                    |
| (iii)  |   | one-third thereof on the second anniversary of  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 such designation, change or revocationshall be effective under this Agreement until changed or revoked in the mannerspecified herein.  No such change orrevocation shall require the consent of any beneficiary theretofore designatedby Executive.  If Executive fails todesignate a beneficiary, or designates a beneficiary and thereafter revokessuch designation without naming another beneficiary, or designates one or morebeneficiaries and all such beneficiaries so designated fail to surviveExecutive, then the beneficiary of the Phantom Stock Interest, or the partthereof as to which Executive’s designation fails, as the case may be, shall bethe representative of Executive’s estate. Unless Executive has otherwise specified in the beneficiary designation,the beneficiary or beneficiaries designated by Executive shall become fixed asof Executive’s death so that, if a beneficiary survives Executive but diesbefore the receipt of all payments due such beneficiary, such remainingpayments shall be 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 the Company’s Obligation.  The Company shall maintain a record of thePhantom Stock Interest but the Company shall not be required to segregate anyfunds or other assets to be used for the payment of benefits under thisAgreement and no such record shall be considered as evidence of the creation ofa trust fund, an escrow or any other segregation of assets for the benefit ofExecutive or any beneficiary of Executive. The obligation of the Company to make the payments described in this Agreementis an unsecured contractual obligation of the Company only, and neitherExecutive nor any beneficiary of Executive shall have any beneficial orpreferred interest by way of trust, escrow, lien or otherwise in and to anyspecific assets or funds.  Executivespecifically acknowledges that the Phantom Stock Interest to be awardedpursuant to the terms of this Agreement are not securities in the Company anddo not create any right in the equity or capital of the Company or any of itsaffiliates.  Executive and eachbeneficiary of Executive shall look solely to the general credit of the Companyfor satisfaction of any obligations due or to become due under this Agreement,it being expressly acknowledged by the Executive that the obligations of theCompany hereunder are junior and subordinate in right of payment to theobligations of the 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 any beneficiaryof Executive shall have any legal, beneficial, security or other propertyinterest therein.  Upon delivery by theCompany to Executive of the consideration as provided in section 2.2, therights 

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and obligations of the Company and Executiveunder this Article II shall terminate and Executive shall have no other orfurther rights under this Article or in respect hereof.

 

**ARTICLE III**

 

COVENANT NOT TO COMPETE

 

Section 3.l.  Covenant Not to Compete.  Executive hereby covenants that, for a periodof eighteen months next following the Determination Date (or suchshorter period for which the Company continues to be owned or operated by theParent or its affiliates), Executive shall not be engaged or interested in anybusiness which competes, directly or indirectly, with the publication ormembership businesses of the Company or any subsidiary of the Company (whetheras a proprietor, partner with another, shareholder, agent or consultant of,employee of or lender to, another) in the recreational vehicle, camping,outdoor living or other markets then served by the Company or such subsidiary,except as a proprietor, partner, shareholder, employee or consultant in or tothe Company or any entity controlled by, controlling or under common controlwith the Company, provided that if the employment of Executive is terminated bythe Company without Cause, the foregoing covenant shall not apply (withoutaffecting the obligations hereinafter contained in this section 3.l in respectof disclosures or solicitations by Executive) unless the Executive shall havebeen paid severance pursuant to section 1.4 hereof.  Executive agrees that he will not at any timedisclose to any person or other entity who or which is, or reasonably may beexpected to be, in competition with the Company or its affiliates, anyconfidential information or trade secrets of the Company, any subsidiary of theCompany or any of their respective affiliates, the contents of any customerlists of the Company, any subsidiary of the Company or any of their respectiveaffiliates or the general needs of the customers or other contracting partieswith the Company, any subsidiary of the Company or any of their respectiveaffiliates, provided, however, the foregoing shall not prevent Executive fromresponding to the request of a governmental agency or pursuant to a court orderor 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 theExecutive, on behalf of any entity with which the Executive is acting as aconsultant or with 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 thebreach or enforce the performance of the covenants contained in section3.l.  The invalidity or unenforceabilityof any provision of this Article or the application thereof to any personor circumstance shall not affect or impair the validity or enforceability ofany other provision or the application of the first provision to any otherperson or circumstance.  Any provision ofthis Article that might otherwise be invalid or unenforceable because of contraventionof any applicable 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 GENERAL PROVISIONS

 

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

 

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AccountingPeriod:  If theDetermination 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.

 

BaseCost:  $[        ] (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 each subsidiary of AGIthat is an “S corporation” or a substantially similar pass-through entity(including limited liability companies and partnerships) for federal income taxpurposes.

 

Company Value:  With respect to anyAccounting Period, the excess, if any, of (x) the Formula Value for suchAccounting Period over (y) the Base Cost.

 

Changeof Control:  A “Change of Control” willbe deemed to have occurred at such time as (a) the Existing Holders,individually or in the aggregate, shall cease to beneficially own (as defined underRule 13(d)(3) or any successor rule or regulation promulgatedunder the Securities Exchange Act of 1934), directly or indirectly, 50.1% ormore of the voting equity interests of the Company, (b) there shall beconsummated any consolidation or merger of the Company or the Parent in whichthe Company or the Parent, as the case may be, is not the continuing orsurviving corporation or pursuant to which the voting equity interests of theCompany or the Parent would be converted into cash, securities or otherproperty, other than a merger or consolidation of the Company or the Parent inwhich the holders of the voting equity interests of the Company or the Parent,as the case may be, outstanding immediately prior to the consolidation ormerger hold, directly or indirectly, at least a majority of the voting equityinterests of the surviving corporation immediately after such consolidation ormerger, (c) there is a sale, lease or transfer of all or substantially allof the assets of the Company or the Parent to any person or group (as such termis defined in Section 13(d)(3) of the Securities Exchange Act of1934), or (d) the shareholders of the Company or the Parent shall approveany plan or proposal for the liquidation or dissolution of the Company or theParent, as the case may be.

 

DeterminationDate:  The dateof 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.

 

ExistingHolders:  StephenAdams, his spouse and lineal descendants and trusts for the exclusive benefitof any of the foregoing persons and any affiliate of Stephen Adams.

 

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

 

FiscalYear:  Thefiscal year of the Company as the case may be, ending on the last day of thecalendar year.

 

FormulaValue:  For anyAccounting Period, the product of eight (8) and Operating Profit of theCompany for such Accounting Period.

 

GoodReason:  Theoccurrence of one or more of the following events, without Executive’s writtenconsent, within three (3) years following a Change in Control (or beforethe Change in Control if the occurrence is directly connected to the Change inControl and the Change in Control occurs): (a) the Executive is assigned any duties inconsistent withExecutive’s position (including status, offices, titles and reportingrequirements), authorities, duties or any other responsibilities as in effectimmediately prior to the announcement of the Change in Control, (b) areduction in base compensation or in any bonus plan from the amounts in effectimmediately prior to the announcement of the Change in Control, or (c) Executiveis required to be located outside the same metropolitan area as Executive’soffice location immediately prior to the announcement of the Change in Control.

 

OperatingProfit:  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 Profitshall be determined on the accrual method of accounting and in accordance withgenerally accepted accounting principles consistently applied, provided that (i) inno event shall tradeout or barter transactions or extraordinary items ofrevenue or expense (including revenue or expense from non-operatinginvestments, revenue or expense from the sale or purchase of assets notconsidered an Acquisition or Disposition or revenue or expense not derived frombusiness operations) be reflected in net income and (ii) amounts paid orreceived in settlement of (or payment of judgments in respect of) litigationwhich did not arise in the ordinary course of the business operations of suchentity or entities or any of their respective subsidiaries, shall not bereflected in net income (it being understood that subsidiaries of the Companydo have litigation which shall be considered litigation in the “ordinary course”of business operations).  If there hasoccurred a Disposition within the Accounting Period and the net proceeds ofsuch Disposition have been received by the Company prior to the date on whichCompany Value is to be calculated as herein provided, the net income relatingto the subject of such Disposition shall be deleted from the calculation ofOperating Profit.  If there has occurredan Acquisition within the Accounting Period, the income from which is reflectedin the Accounting Period only partially, the Operating Profit with respect tothe subject of such Acquisition shall be adjusted, on a historical pro formabasis, to reflect Operating 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.

 

PhantomStock Interest:  The cash equivalent of [                ] (      %) of Company Value.

 

RollingFour Fiscal Quarters:  Four consecutive 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.  The determination of the Company in anymatter, made in good faith, shall be

 

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binding and conclusive upon Executive and allother persons having any right or benefit hereunder.  Unless Executive shall give notice to theCompany objecting to the Company’s calculation of Base Cost, Company Value,Formula Value or Operating Profit for any period (or any other calculation tobe determined for the purposes of this Agreement) within thirty days afternotice of the determination thereof by the Company, such calculation shallconclusively be deemed to have been accepted by the parties hereto.  The cash value of the Phantom Stock Interestshall be set forth in a certificate of the chief financial officer of theCompany, the determination of which shall be made within 150 days of theDetermination Date and shall be conclusive and binding upon the Executiveprovided that, if the Executive shall disagree with the amount of the BaseCost, Company Value, Formula Value or Operating Profit as determined by thechief financial officer of the Company (written notice of which shall be givenby the Executive within 30 days of the receipt of such determination by thechief financial officer), Base Cost, Company Value, Formula Value or OperatingProfit shall be determined by the independent certified public accountants ofthe Company or, if the Company has not then engaged a firm of independentcertified public accountants, any “big six” firm of public accountants selectedby the Company (the “Independent Accountant”). The Independent Accountant shall determine the Base Cost, Company Value,Formula Value or Operating Profit of the Company within 30 days after itsappointment and shall be instructed to deliver to the Company and the Executivea written report of its determination of the amount of such Base Cost, CompanyValue, Formula Value or Operating Profit.

 

Thecost of the accounting services performed by the Independent Accountant shallbe borne by the Company unless the amount of the Base Cost, Company Value,Formula Value or Operating Profit as determined by the Independent Accountantis the same as the amount determined by the Company’s chief financial officer(or is an amount which results in a lower value for the Executive of thePhantom Stock Interest or the bonus payable under section 1.5), in which eventthe entire cost of the services of the Independent Accountant shall be borne bythe Executive and shall be deducted by the Company from the Phantom Stockpayment to be made pursuant to section 2.2 hereof or the bonus payable undersection 1.5, as the case may be.

 

Any ofthe obligations of the Company hereunder may be performed by an affiliate ofthe Company and such performance by an affiliate shall be deemed to satisfy anysuch obligation of the Company hereunder.

 

Section 4.4.  Notices.  All notices, requests and othercommunications from any of the parties hereto to the other shall be in writingand shall be considered to have been duly given or served when personallydelivered to any individual party, an executive officer of any corporate party,or on the first day after the date of deposit with Federal Express for next daydelivery, postage prepaid, or on the third day after deposit in the UnitedStates mail, certified or registered, return receipt requested, postageprepaid, or on the date of telecopy, fax or similar telephonic transmissionduring normal business hours, provided that the recipient has specificallyacknowledged by telephone receipt of such telecopy, fax or telephonictransmission; addressed, in all cases, to the party at his or its address setforth below, or to such other address as such party may hereafter designate bywritten notice to the other party:

 
| (i)  If to the Company to: |   |
|---------------------------------|--------|
|                            |   |
| 2575 Vista Del Mar Drive        |   |
| Ventura, CA 93001               |   |
| Attn: Stephen Adams             |   |
|                            |   |
| (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 Agreement shall be binding upon and inure tothe benefit of the parties hereto, the respective successors and assigns of theCompany 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 deliveryof this Agreement by the parties hereto have been induced by norepresentations, statements, warranties or agreements of the other except thoseherein 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 provisionsthereof.

 

**IN WITNESS WHEREOF**, theindividual party has hereunto set his hand and the corporate party has causedthese presents to be executed by a proper officer thereunto duly authorized allas of the day and year first above written.

 
| ** ** | **AFFINITY GROUP, INC.** |
|------------|--------------------------|

 

 
|   | By:    |   |
|--------|--------|--------|
|   |   | Its:   |   |
|   |   |   |   |
|   |   |   |   |
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