EXHIBIT 10.29


 


STOCK AGREEMENT


 


THIS AGREEMENT,
made and entered into as of the 1st day of January, 2007 by and
between Affinity Group, 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 the mutual 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 to
perform such duties and discharge such functions in and about the business and
affairs of AGI and/or one or more of its subsidiaries, as the board of
directors of the Company may from time to time determine. Executive agrees,
during the term hereof, to diligently and in good faith perform and discharge
such duties and functions and Executive shall devote all of his working time,
energy and ability exclusively to the performance of his duties hereunder. Executive
shall not directly or indirectly engage or participate in the operations or
management of, or render any services to, any other businesses or enterprises.


 


Section l.2. Basic Compensation.  The Company agrees to pay Executive a base
annual salary and annual bonus (or such other amount as may 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
in accordance with such practices and procedures as are generally applicable to
other employees of the Company.


 


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


 


Section 1.4. Severance.  If the Company terminates the employment of
the Executive without Cause or if the Executive terminates employment with the
Company for Good Reason, the Company shall (i) make a lump sum severance
payment equal to one (1) year of Basic Compensation (at the level being
paid at the time of termination), and (ii) pay to the Executive the amount
of the bonus, if any, accrued or earned to the date of such termination under
section 1.5 hereof. Such severance payment shall be made within 30 days after the
determination of the amount of the accrued bonus calculated pursuant to the
provisions of section 1.5 hereof. It is agreed that any termination of
employment is without prejudice to any other remedy to which the Company 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 the Executive terminates
employment with the Company for Good Reason, the Company shall, at its expense,
continue providing


 


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


 


The Company has the absolute right to terminate this
Agreement, and the employment of the Executive hereunder, for Cause without any
further obligation to the Executive in respect of severance payments to the
Executive hereunder. For purposes of this Agreement, Cause includes, 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 severance
under this section 1.4 if the employment of the Executive is terminated for any
of 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 for certain of its executives. Such written bonus
programs, if adopted and if extended to the Executive, shall be in addition to
the Basic Compensation payable under section 1.2 hereof. The amount of the
bonus will be determined on mutually agreed-upon objectives. The Company
reserves 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 under
this section 1.5 shall be paid in accordance with the terms of the formal
written 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 to
immediately terminate the employment provided by section l.l hereof by giving
two weeks’ notice thereof to the Company and the Company shall have the
continuing option to immediately terminate the employment provided by section
l.l hereof by giving written notice thereof to Executive which notice may be
effective immediately. Upon any such termination, all of the rights and
obligations set forth in this Article I shall terminate provided, only,
that the Company shall pay to Executive the severance, if any, payable under
section 1.4 hereof.


 


ARTICLE II


 


PHANTOM STOCK INTEREST


 


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


 


Section 2.2.   
Payment of Phantom Stock Interest.  The
Company shall pay, and Executive shall be entitled to receive, the cash value
of the Phantom Stock Interest, which shall be 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 the
Company a written beneficiary designation form in form reasonably acceptable to
the Company) one or more primary beneficiaries or contingent beneficiaries to
receive all or a specified part of the cash value of the Phantom Stock Interest
which, at the time of Executive’s death, may remain unpaid under this Agreement
and Executive may change or revoke any such designation from time to time. No
such designation, change or revocation shall be effective unless executed by
Executive and accepted by the Company during Executive’s lifetime. Each such
designation, change or revocation shall be effective under this Agreement until
changed or revoked in the manner specified herein. No such change or revocation
shall require the consent of any beneficiary theretofore designated by
Executive. If Executive fails to designate a beneficiary, or designates a
beneficiary and thereafter revokes such designation without naming another
beneficiary, or designates one or more beneficiaries and all such beneficiaries
so designated fail to survive Executive, then the beneficiary of the Phantom Stock
Interest, or the part thereof as to which Executive’s designation fails, as the
case may be, shall be the representative of Executive’s estate. Unless
Executive has otherwise specified in the beneficiary designation, the
beneficiary or beneficiaries designated by Executive shall become fixed as of
Executive’s death so that, if a beneficiary survives Executive but dies before
the receipt of all payments due such beneficiary, such remaining payments shall
be payable to the representative of such beneficiary’s estate.


 


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


 


Section 2.5.  Nature of the
Company’s Obligation.  The Company
shall maintain a record of the Phantom Stock Interest but the Company shall not
be required to segregate any funds or other assets to be used for the payment
of benefits under this Agreement and no such record shall be considered as
evidence of the creation of a trust fund, an escrow or any other segregation of
assets for the benefit of Executive or any beneficiary of Executive. The
obligation of the Company to make the payments described in this Agreement is
an unsecured contractual obligation of the Company only, and neither Executive
nor any beneficiary of Executive shall have any beneficial or preferred
interest by way of trust, escrow, lien or otherwise in and to any specific
assets or funds. Executive specifically acknowledges that the Phantom Stock
Interest to be awarded pursuant to the terms of this Agreement are not
securities in the Company and do not create any right in the equity or capital
of the Company or any of its affiliates. Executive and each beneficiary of
Executive shall look solely to the general credit of the Company for satisfaction
of any obligations due or to become due under this Agreement, it being
expressly acknowledged by the Executive that the obligations of the Company
hereunder are junior and subordinate in right of payment to the obligations of
the Company to its or the Company’s lenders. If the Company should, in its sole
discretion, earmark or set aside any funds or other assets to pay benefits
hereunder, the same shall, nevertheless, remain and be regarded as part of the
general 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 benefit
of Executive or any beneficiary hereunder), and neither Executive nor any
beneficiary of Executive shall have any legal, beneficial, security or other
property interest therein. Upon delivery by the Company to Executive of the
consideration as provided in section 2.2, the rights


 


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and
obligations of the Company and Executive under this Article II shall
terminate and Executive shall have no other or further 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 period of eighteen months next following the Determination
Date (or such shorter period for which the Company continues to be owned or
operated by the Parent or its affiliates), Executive shall not be engaged or
interested in any business which competes, directly or indirectly, with the
publication or membership businesses of the Company or any subsidiary of the
Company (whether as 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 to the Company or any entity controlled by, controlling or
under common control with the Company, provided that if the employment of
Executive is terminated by the Company without Cause, the foregoing covenant
shall not apply (without affecting the obligations hereinafter contained in
this section 3.l in respect of disclosures or solicitations by Executive) unless
the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive
agrees that he will not at any time disclose to any person or other entity who
or which is, or reasonably may be expected to be, in competition with the
Company or its affiliates, any confidential information or trade secrets of the
Company, any subsidiary of the Company or any of their respective affiliates,
the contents of any customer lists of the Company, any subsidiary of the
Company or any of their respective affiliates or the general needs of the
customers or other contracting parties with the Company, any subsidiary of the
Company or any of their respective affiliates, provided, however, the foregoing
shall not prevent Executive from responding to the request of a governmental
agency or pursuant to a court order or as otherwise required by law. For a
period of one  year following the
Determination Date, Executive agrees not to offer employment to, not to discuss
the nature of any prospective employment opportunities with, and not to
otherwise solicit any employee of the Company or such subsidiary (or any person
who was an employee of the Company or such subsidiary within 180 days of the
Determination 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 or
with which the Executive is then otherwise affiliated.


 


Section 3.2.  Remedies.  Recognizing that a breach of the covenant
contained in section 3.1 would cause the Company irreparable injury and the
damages at law would be difficult to ascertain, Executive consents to the
granting of equitable relief by way of a restraining order or temporary or
permanent injunction by any court of competent jurisdiction to prohibit the breach
or enforce the performance of the covenants contained in section 3.l. The
invalidity or unenforceability of any provision of this Article or the
application thereof to any person or circumstance shall not affect or impair
the validity or enforceability of any other provision or the application of the
first provision to any other person or circumstance. Any provision of this Article that
might otherwise be invalid or unenforceable because of contravention of any
applicable law, statute or governmental regulation shall be deemed to be
amended to the extent necessary to remove the cause of such invalidation or
unenforceability and such provision as so amended shall remain in full force
and effect as a part hereof.


 


ARTICLE IV.


 


DEFINITIONS AND GENERAL
PROVISIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


Change of Control:  A “Change of Control” will be deemed to have
occurred at such time as (a) the Existing Holders, individually or in the
aggregate, shall cease to beneficially own (as defined under Rule 13(d)(3) or
any successor rule or regulation promulgated under the Securities Exchange
Act of 1934), directly or indirectly, 50.1% or more of the voting equity
interests of the Company, (b) there shall be consummated any consolidation
or merger of the Company or the Parent in which the Company or the Parent, as
the case may be, is not the continuing or surviving corporation or pursuant to
which the voting equity interests of the Company or the Parent would be
converted into cash, securities or other property, other than a merger or
consolidation of the Company or the Parent in which the holders of the voting
equity interests of the Company or the Parent, as the case may be, outstanding
immediately prior to the consolidation or merger hold, directly or indirectly,
at least a majority of the voting equity interests of the surviving corporation
immediately after such consolidation or merger, (c) there is a sale, lease
or transfer of all or substantially all of the assets of the Company or the
Parent to any person or group (as such term is defined in Section 13(d)(3) of
the Securities Exchange Act of 1934), or (d) the shareholders of the
Company or the Parent shall approve any plan or proposal for the liquidation or
dissolution of the Company or the Parent, as the case may be.


 


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


 


Disability:  The physical or mental
incapacity of Executive for a period of more than 60 consecutive days, the
determination of which by the board of directors of the Company shall be
conclusive on the parties hereto.


 


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


 


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


 


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


 


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


 


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


 


Good Reason:  The occurrence of one or more
of the following events, without Executive’s written consent, within three (3) years
following a Change in Control (or before the Change in Control if the
occurrence is directly connected to the Change in Control and the Change in
Control occurs):  (a) the Executive
is assigned any duties inconsistent with Executive’s position (including
status, offices, titles and reporting requirements), authorities, duties or any
other responsibilities as in effect immediately prior to the announcement of
the Change in Control, (b) a reduction in base compensation or in any
bonus plan from the amounts in effect immediately prior to the announcement of
the Change in Control, or (c) Executive is required to be located outside
the same metropolitan area as Executive’s office location immediately prior to
the announcement of the Change in Control.


 


Operating Profit:  With
respect to any Accounting Period (i) the net income of the Company derived
from the ongoing business operations of such entity or entities for such period
plus (ii) interest, federal and state income taxes or any provision for
such taxes, depreciation, amortization, financing costs, management fees and 90
% of aircraft expenses. Operating Profit shall be determined on the accrual
method of accounting and in accordance with generally accepted accounting
principles consistently applied, provided that (i) in no event shall
tradeout or barter transactions or extraordinary items of revenue or expense
(including revenue or expense from non-operating investments, revenue or
expense from the sale or purchase of assets not considered an Acquisition or
Disposition or revenue or expense not derived from business operations) be
reflected 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 the
ordinary course of the business operations of such entity or entities or any of
their respective subsidiaries, shall not be reflected in net income (it being
understood that subsidiaries of the Company do have litigation which shall be
considered litigation in the “ordinary course” of business operations). If
there has occurred a Disposition within the Accounting Period and the net
proceeds of such Disposition have been received by the Company prior to the
date on which Company Value is to be calculated as herein provided, the net
income relating to the subject of such Disposition shall be deleted from the
calculation of Operating Profit. If there has occurred an Acquisition within
the Accounting Period, the income from which is reflected in the Accounting
Period only partially, the Operating Profit with respect to the subject of such
Acquisition shall be adjusted, on a historical pro forma basis, 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 % of
the issued and outstanding equity securities of the Parent.


 


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


 


Rolling Four Fiscal Quarters:  Four
consecutive Fiscal Quarters.


 


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


 


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


 


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binding
and conclusive upon Executive and all other persons having any right or benefit
hereunder. Unless Executive shall give notice to the Company objecting to the
Company’s calculation of Base Cost, Company Value, Formula Value or Operating
Profit for any period (or any other calculation to be determined for the
purposes of this Agreement) within thirty days after notice of the
determination thereof by the Company, such calculation shall conclusively be
deemed to have been accepted by the parties hereto. The cash value of the
Phantom Stock Interest shall be set forth in a certificate of the chief
financial officer of the Company, the determination of which shall be made
within 150 days of the Determination Date and shall be conclusive and binding
upon the Executive provided that, if the Executive shall disagree with the
amount of the Base Cost, Company Value, Formula Value or Operating Profit as
determined by the chief financial officer of the Company (written notice of
which shall be given by the Executive within 30 days of the receipt of such
determination by the chief financial officer), Base Cost, Company Value,
Formula Value or Operating Profit shall be determined by the independent
certified public accountants of the Company or, if the Company has not then
engaged a firm of independent certified public accountants, any “big six” firm
of public accountants selected by 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 its appointment
and shall be instructed to deliver to the Company and the Executive a written
report 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 the
Independent Accountant shall be borne by the Company unless the amount of the
Base Cost, Company Value, Formula Value or Operating Profit as determined by
the Independent Accountant is 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 the Phantom Stock Interest or the bonus payable under section
1.5), in which event the entire cost of the services of the Independent
Accountant shall be borne by the Executive and shall be deducted by the Company
from the Phantom Stock payment to be made pursuant to section 2.2 hereof or the
bonus payable under section 1.5, as the case may be.


 


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


 


Section 4.4. Notices.  All notices, requests and other communications
from any of the parties hereto to the other shall be in writing and shall be
considered to have been duly given or served when personally delivered 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 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 the
date of telecopy, fax or similar telephonic transmission during normal business
hours, provided that the recipient has specifically acknowledged by telephone
receipt of such telecopy, fax or telephonic transmission; addressed, in all
cases, to the party at his or its address set forth below, or to such other
address as such party may hereafter designate by written 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 not
give Executive any rights to continue to be employed or otherwise retained by
the Company or any affiliate thereof. Except as so provided, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, the
respective 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 the
legal relations between the parties determined, in accordance with the laws of
the state of incorporation of the Company.


 


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


 


Section 4.8. Entire Agreement.  This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and may
not be varied, modified or amended except by a writing signed by the parties to
be charged. The making, execution and delivery of this Agreement by the parties
hereto have been induced by no representations, statements, warranties or
agreements of the other except those herein expressed.


 


Section 4.9. Headings.  The division of this Agreement into sections
and paragraphs and the titles assigned thereto is only a matter of convenience
for 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 corporate
party has caused these presents to be executed by a proper officer thereunto
duly authorized all as of the day and year first above written.


 


	
   

  	
  AFFINITY GROUP, INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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