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.

  



 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 


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