Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into effective as of the 19th day of December, 2019 (the “Effective
Date”), by and between Tamara Ward, a Kentucky resident (“Employee”), Camping World Holdings, Inc., a Delaware
corporation (“Camping World”) and CWGS Enterprises, LLC, a Delaware limited liability company (the “Partnership”
and, together with Camping World and any of the Affiliates of Camping World and the Partnership as may employ the Employee from
time to time, and any successor(s) thereto, the “Company”).


 


RECITALS


 


WHEREAS, the
Company desires to enter into this Agreement with Employee, pursuant to which the Company will employ Employee on the terms set
forth in this Agreement, and Employee desires to be employed by Company pursuant to the terms and conditions of this Agreement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.                 
Employment. The Company agrees to employ Employee as the Company’s Chief Operating Officer on the terms and
conditions set forth in this Agreement and Employee accepts such employment and agrees to perform the services and duties for the
Company as herein provided for the period and upon the other terms and conditions set forth in this Agreement. Employee shall be
subject to the direction of the Company’s Chairman, Vice Chairman, Chief Executive Officer, and Board of Directors.


 


2.                 
Term. Subject to termination of Employee’s employment pursuant to Section 7 below, the initial term of Employee’s
employment hereunder shall be for a period commencing as of the date of this Agreement and ending on December 31, 2022 (the “Term”).


 


3.                 
Position and Duties.


 


3.01         
Title. During the Term, Employee agrees to serve as the Company’s Chief Operating Officer and undertake such
additional duties as may be directed by the Board of Directors or Chief Executive Officer.


 


3.02         
Duties. (a) During the term of this Agreement, Employee agrees to serve the Company and Employee will faithfully
and to the best of her ability discharge her duties and will devote her full time during business hours for the Company and to
the business and affairs of the Company, its direct and indirect subsidiaries and certain Affiliates (as defined below) of the
Company. Employee hereby confirms that during the term of this Agreement, she will not render or perform services for any other
corporation, firm, entity or person, except as set forth below. In addition, Employee understands that the Company’s Board
of Directors or Chief Executive Officer may, from time to time, direct that Employee assist and provide services to one or more
other entities directly or indirectly owned or controlled by, or under common ownership or control with, the Company (“Affiliates”).
Employee recognizes that she will be required to travel to perform certain of her duties.


 






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(b) Notwithstanding the
foregoing, Employee shall be permitted to (i) serve as a member of the board of directors for one unrelated entity so long as such
participation does not, in the judgment of the Company’s Board of Directors, interfere with the performance of or create
a potential conflict with Employee’s duties hereunder and (ii) participate in, and be involved with, such community, educational,
charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Company’s
Board of Directors, interfere with the performance of or create a potential conflict with Employee’s duties hereunder.


 


4.                 
Compensation.


 


4.01         
Base Salary. During the term of this Agreement, the Company shall pay to Employee a base annual salary of Three Hundred
Fifty Thousand and No/100 Dollars ($350,000.00) (“Base Salary”), which salary shall be paid in accordance with the
Company's normal payroll procedures and policies.


 


4.02         
 Annual Bonus. During the Term, for each fiscal year, Employee shall have the opportunity to earn an annual bonus
(“Annual Bonus”) based on performance against specified performance objectives (including, without limitation, budgetary
or EBITDA-based performance criteria) established by the Board of Directors prior to or as soon as practicable following each fiscal
year. For each fiscal year during the Term, Employee’s target annual bonus for such year shall be 150% of Base Salary.


 


4.03         
Benefits. Employee may participate in all employee benefit plans or programs of Company consistent with such plans
and programs of the Company. The Company does not guarantee the adoption or continuance of any particular employee benefit plan
or program during the term of this Agreement, and Employee’s participation in any such plan or program shall be subject to
the provisions, rules and regulations applicable thereto.


 


4.04         
Expenses; Contributions. Company agrees to reimburse all reasonable business expenses incurred by Employee consistent
with the Company’s policies regarding reimbursement in the performance of Employee’s duties under this Agreement.


 


4.05         
Vacation and Sick leave. The Employee shall be entitled to vacation during each year of employment consistent with
other senior executives of the Company. Such vacation shall be taken at such times as the Chief Executive Officer of the Company
shall agree. The Employee shall be entitled to sick leave and holidays in accordance with the policy of the Company as to its employees.


 


4.06         
Indemnification and Additional Insurance. The Company shall indemnify Employee with respect to matters relating to
Employee’s services as an officer of the Company, or any of its Affiliates, occurring during the course and scope of Employee’s
employment with the Company to the extent and pursuant to the provisions in the Illinois law. The foregoing indemnity is contractual
and will survive any adverse amendment to or repeal of this Agreement. The Company will also cover Employee under a policy of officers’
and directors’ liability insurance providing coverage that is comparable to that provided now or hereafter to other senior
executives of the Company. The provisions of this Section will survive the termination of this Agreement for any reason.


 






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5.                 
Confidential Information and Proprietary Information.


 


5.01         
Confidential Information. During the Term and at all times thereafter, Employee shall not divulge, furnish or make
accessible to anyone or use in any way (other than in the ordinary course of the business of the Company or any of its Affiliates)
any confidential or secret knowledge or information of the Company or any of its Affiliates which Employee has acquired or become
acquainted with prior to the termination of the period of her employment by the Company (including employment by the Company or
any affiliated companies prior to the date of this Agreement), whether developed by herself or by others, including, without limitation,
any trade secrets, confidential or secret designs, processes, formulae, plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the business of the Company or any of the Affiliates, any customer or
supplier lists of the Company or any of the Affiliates, any confidential or secret development or research work of the Company
or any of the Affiliates, or any other confidential information or secret aspect of the business of the Company or any of the Affiliates
(collectively, “Confidential Information”). Employee acknowledges that (a) the Company and its Affiliates have expended
and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer
relationships and goodwill and build an effective organization, (b) Employee is and shall become familiar with the Company’s
and its Affiliate’s Confidential Information, including trade secrets, and that Employee’s services are of special,
unique and extraordinary value to the Company and its Affiliates, (c) the above-described knowledge or information constitutes
a unique and valuable asset of the Company and its Affiliates and the Company and its Affiliates have a legitimate business interest
and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill and
(d) any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and any of the
Affiliates would be wrongful and would cause irreparable harm to the Company and any of the Affiliates. However, the foregoing
shall not apply to any knowledge or information which is now published, or which subsequently becomes generally publicly known
in the form in which it was obtained from the Company or any of the Affiliates, other than as a direct or indirect result of the
breach of this Agreement by Employee.


 


5.02          Proprietary
Information. (a) Employee agrees that the results and proceeds of Employee’s services for the Company or its
Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments,
innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work,
improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or
otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the
Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were
made, developed, conceived or reduced to practice or learned by Employee, either alone or jointly with others (collectively,
“Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the
Company or any of its Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent,
copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature
therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the
same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Employee
whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are
any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Affiliates) under the
immediately preceding sentence, then Employee hereby irrevocably assigns and agrees to assign any and all of Employee’s
right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now
or hereafter known, existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the
Company or any of its Affiliates), and the Company or its Affiliates shall have the right to use the same in perpetuity
throughout the universe in any manner determined by the Company or such Affiliates without any further payment to Employee
whatsoever. As to any Invention that Employee is required to assign, Employee shall promptly and fully disclose to the
Company all information known to Employee concerning such Invention.


 






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(b) Employee agrees that,
from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Employee shall do any and
all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership
throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including
the execution of appropriate copyright and/or patent applications or assignments. To the extent Employee has any Proprietary Rights
in the Inventions that cannot be assigned in the manner described above, Employee unconditionally and irrevocably waives the enforcement
of such Proprietary Rights. This Section 5.02 is subject to and shall not be deemed to limit, restrict or constitute any waiver
by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the
Company’s being Employee’s employer. Employee further agrees that, from time to time, as may be requested by the Company
and at the Company’s sole cost and expense, Employee shall assist the Company in every proper and lawful way to obtain and
from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Employee shall execute,
verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment
thereof. In addition, Employee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its
designees. Employee’s obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in
any and all countries shall continue beyond the termination of Employee’s employment with the Company.


 


(c) Employee hereby waives
and quitclaims to the Company any and all claims, of any nature whatsoever, that Employee now or may hereafter have for infringement
of any Proprietary Rights assigned hereunder to the Company.


 


6.                 
Non-competition and Non-solicitation Covenants and Adversarial Restrictions.


 


6.01          Non-competition.
Employee agrees that, during the Term and for eighteen months after the termination of Employee’s employment for any
reason (the “Non-Compete Period”), other than by virtue of a breach by Company under Section 7.01(f) below,
Employee shall not, directly or indirectly, (a) engage in activities or businesses (including without limitation by
owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any
manner engaging in the business of owning, operating or managing any business) in any geographic location in which the
Company, its subsidiaries or Affiliates engage in, whether through selling, distributing, manufacturing, marketing,
purchasing, or otherwise, that compete directly or indirectly with the Company or any of its subsidiaries or Affiliates
(“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include,
without limitation, the publication and membership businesses of the Company or any subsidiary of Affiliate of the Company;
the sale, repair or service of recreational vehicles or parts and accessories for recreational vehicles or the sale of any
ancillary products that are sold in connection with the sale of recreational vehicles, including but not limited to credit
life insurance, roadside assistance programs and extended service warranties, in the recreational vehicle, camping and
outdoor living markets; the business of developing, marketing, providing and implementing products and services (including
insurance, financing, warranties and road-side assistance) to owners of recreational vehicles and motorcycles; the business
of providing consumer shows to owners of recreational vehicles and boats; and the business of publishing magazines directed
to owners of recreational vehicles, all-terrain vehicles, boats and outdoor enthusiasts; or (B) assist any person in any way
to do, or attempt to do, anything prohibited by Section 6.01(a) above. Employee acknowledges (i) that the business of the
Company and its Affiliates is national in scope and without geographical limitation within the United States and (ii)
notwithstanding the jurisdiction of formation or principal office of the Company and its Affiliates, or the location of any
of their respective executives or employees (including, without limitation, Employee), it is expected that the Company and
its Affiliates will have business activities and have valuable business relationships within their respective industries
throughout the United States.


 






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6.02         
Indirect Competition. Employee further agrees that, during the Term and the Non-Compete Period, she will not, directly
or indirectly, assist or encourage any other person in carrying out, direct or indirectly, any activity that would be prohibited
by the above provisions of this Section 6 if such activity were carried out by Employee, either directly or indirectly; and in
particular Employee agrees that she will not, directly or indirectly, induce any employee of the Company to carry out, directly
or indirectly, any such activity.


 


6.03         
Non-solicitation. Employee further agrees that, during the Term and for a period of one year after the termination
of her employment (the “Non-Solicitation Period”), she will not, directly or indirectly, assist or encourage any other
person in seeking to employ or hire any employee, consultant, advisor or agent of the Company or any of its Affiliates or encouraging
any such employee, consultant, advisor or agent to discontinue employment with the Company or any of its Affiliates.


 


6.04         
Adversarial Restrictions. During the Term and at any time thereafter, Employee shall not voluntarily aid, assist,
or cooperate with any actual or potential claimants or plaintiffs or their attorneys or agents in any claims or lawsuits proposed
to be asserted, pending or commenced on the date hereof or in the future against the Company or any of the Affiliates; provided,
however, that nothing in this Section 6.05 will be construed to prevent Employee from testifying at an administrative hearing,
a deposition, or in court in response to a lawful subpoena in any litigation or proceeding involving the Company or any Affiliate.


 


6.05          Tolling
of Periods and Enforceability. The Non-Compete Period and Non-Solicitation Period shall be tolled during (and shall be
deemed automatically extended by) any period in which Employee is in violation of the provisions of this Section 6. If a
final and non-appealable judicial determination is made that any of the provisions of this Section 6 constitutes an
unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 6 will not be rendered
void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period
and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Moreover, and
without limiting the generality of Section 6, notwithstanding the fact that any provision of this Section 6 is determined to
not be enforceable through specific performance, the Company will nevertheless be entitled to recover monetary damages as a
result of Employee’s breach of such provision.


 






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6.06         
Acknowledgement. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration
to the restraints imposed upon Employee by this Agreement, and is in full accord as to the necessity of such restraints for the
reasonable and proper protection of the Confidential Information, business strategies, employee and customer relationships and
goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future. Employee expressly acknowledges
and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and
geographical area. Employee further acknowledges that although Employee’s compliance with the covenants contained in Sections
5 and 6 may prevent Employee from earning a livelihood in a business similar to the business of the Company, Employee’s experience
and capabilities are such that Employee has other opportunities to earn a livelihood and adequate means of support for Employee
and Employee’s dependents.


 


7.                 
Termination.


 


7.01         
Grounds for Termination. Employee’s employment with the Company shall terminate under any of the circumstances
set forth below.


 


		a.	If Employee shall die or become disabled (as defined in Section 7.03 below);



 


		b.	By mutual agreement of the Company and Employee;



 


		c.	By Employee for any reason upon notice to the Company;



 


		d.	By the Company for cause (as defined in Section 7.02 below);



 


		e.	By the Company without cause; provided that in such event and in exchange for a full release of
claims from the Employee, the Company will pay Employee the amounts provided under Section 7.05 below;



 


		f.	By Employee in the event of a material default of this Agreement by the Company, which default
remains uncured for ten (10) days following written notice thereof.



 


Notwithstanding any termination of
this Agreement and Employee’s employment by the Company, Employee, in consideration of her employment hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of Employee’s employment including without limitation
the provisions of Sections 5, 6 and 8 hereof.


 






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7.02         
For Cause Defined. Termination of Employee’s employment by the Company for any of the following reasons shall
be deemed termination for cause:


 


		a.	Employee shall have breached this Agreement in any material respect, which breach in the case of
this clause is not cured by, or is not capable of being cured, within ten (10) days after written notice of such breach is delivered
to Employee; or



 


		b.	Employee has engaged in misconduct (including violation of the Company’s policies) that is
materially injurious to the Company as reasonably determined by the Company’s Board of Directors; or



 


		c.	Employee has been convicted of (i) any felony or (ii) any misdemeanor involving a crime of moral
turpitude, theft or fraud; or



 


		d.	Employee uses illegal substances; or



 


		e.	Employee knowingly falsifies or causes to be falsified, in any material respect, the financial
records and financial statements of the Company.



 


7.03         
“Disability” Defined. The Company may determine that Employee is disabled if she shall fail, because
of illness or incapacity, to render services of the character contemplated by this Agreement for a period of three (3) consecutive
months.


 


7.04         
Surrender of Records and Property. Upon termination of her employment with the Company for any reason, Employee shall
deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports,
data, tables, calculations or copies thereof, which are the property of the Company or any of its Affiliates or which relate in
any way to the business, products, practices or techniques of the Company or any of its Affiliates, and all other property, trade
secrets and confidential information of the Company or any of its Affiliates, including, but not limited to, all documents which
in whole or in part contain any trade secrets or confidential information of the Company or any of its Affiliates, which in any
of these cases are in her possession or under her control.


 


7.05          Payments
Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled
to receive (a) her Base Salary for the applicable calendar year through the date of the termination, and (b) reimbursement of
any business expenses incurred in the ordinary course of business through the date of termination that have not yet been
reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to
Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to
receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when
such amount would have been payable pursuant to Section 4.02 if her employment had not terminatedand (b) the Annual
Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to
Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the
number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall
be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the
Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or
(f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release
of claims and any period for rescission of such release shall have expired without Employee having rescinding such release,
in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to
Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable
pursuant to Section 4.02 if her employment had not terminated; (b) the Annual Bonus for the calendar year in which
Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual
bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was
employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five
(365), which payment shall be made within 90 days following such termination of employee’s employment; (c) 
payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any
dependents covered immediately prior to termination; and (d) the Severance Amount (as defined below), which Severance
Amount shall be paid over a twelve (12) month period at the same times and in the same manner as base annual salary had
been paid to Employee prior to the termination of her employment hereunder. As used herein, the “Severance
Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for
purposes hereof shall be equal to the Employee’s target annual bonus for the current year.


 






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8.                 
Miscellaneous.


 


8.01         
Governing Law: Venue. This Agreement is made under and shall be governed by and construed in accordance with the
laws of the State of Illinois.


 


8.02         
Prior Agreements. This Agreement contains the entire agreement of the parties relating to the subject matter hereof
and supersedes all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no
agreement, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.


 


8.03         
Withholding Taxes. The Company may withhold from any benefits payable under this Agreement all federal, state, city
or other taxes as shall be required pursuant to any law or governmental regulation or ruling.


 


8.04         
Amendments. No amendments or modifications of this Agreement shall be deemed effective unless made in writing and
signed by the parties hereto.


 


8.05         
No Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there by an estoppel
to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the
waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate
only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or
as to any act other than that specifically waived


 






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8.06         
Section 409A.    (a) For purposes of this Agreement, “Section 409A” means Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder
(and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts
payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant
with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, Employee shall be solely responsible and liable for
the satisfaction of all taxes and penalties that may be imposed on or for the account of Employee in connection with this Agreement
(including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have
any obligation to indemnify or otherwise hold Employee (or any beneficiary) harmless from any or all of such taxes or penalties.
No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements
of Section 409A from the Employee or any other individual to the Company or any of its affiliates, employees or agents.


 


(b) Notwithstanding anything
in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the
event that (i) Employee is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii)
amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate
thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section
1.409A-l(h) and (iii) Employee is employed by a public company or a controlled group affiliate thereof: no payments hereunder that
are “deferred compensation” subject to Section 409A shall be made to Employee prior to the date that is six (6) months
after the date of Employee’s separation from service or, if earlier, Employee’s date of death; following any applicable
six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.


 


(c) Each payment made
under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed
to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral
of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4)
(“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph
(iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts
that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,”
“termination,” or words and phrases of similar import, shall be deemed to refer to Employee’s “separation
from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements
of Section 409A.


 


(d)
Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is
exempt from Section 409A pursuant to Treasury Regulation § 1.409A-l(b)(9)(v)(A) or (C) (relating to certain
reimbursements and in-kind benefits) shall be paid or provided to Employee only to the extent that the expenses are not
incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in
which Employee’s “separation from service” occurs; and provided further that such expenses are reimbursed
no later than the last day of the third calendar year following the calendar year in which Employee’s “separation
from service” occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind
benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount
of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one
calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for
reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical
expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar
year following the calendar year in which Employee incurred such indemnification payment or expenses, and in no event shall
any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or
exchange for another benefit.


 






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(e) Notwithstanding anything
to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within
the meaning of Section 409A) due under this Agreement as a result of the Employee’s termination of employment with the Company
are subject to the Employee’s execution and delivery and non-revocation of the Release, (i) no such payments shall be made
on or prior to the sixtieth (60th) day immediately following the Termination Date (the “Release Expiration Date”),
(ii) the Company shall deliver the Release to the Employee within seven (7) days immediately following the Termination Date, (iii)
if, as of the Release Expiration Date, the Employee has failed to execute the Release or has timely revoked her acceptance of the
Release thereafter, the Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iv)
any such payments that are delayed pursuant to this Section 8.06 shall be paid in a lump sum on the first payroll date following
the Release Expiration Date. For purposes of this Section 8.06, “Release Expiration Date” shall mean the date that
is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Employee, or, in the event
that the Employee’s termination of employment is “in connection with an exit incentive or other employment termination
program” (as such phrase is defined in the Age Discrimination in Employment act of 1967), the date that is forty-five (45)
days following such delivery date.


 


8.07          280G
Parachute Payments. (a) Notwithstanding any other provision in this Agreement to the contrary, in the event that any
payment or benefit received or to be received by you (including any payment or benefit received in connection with a Change
in Control (as defined in the Camping World 2016 Incentive Award Plan, as amended from time to time) or the termination of
your employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such
payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or
part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking
into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan,
arrangement or agreement, the cash severance payments shall first be reduced, and the noncash severance payments shall
thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only
if (i) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state
and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and
personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such
Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such
Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total
Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such
unreduced Total Payments).


 






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(b) For purposes
of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total
Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute
a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total
Payments shall be taken into account which, in the written opinion of independent auditors or consultants of nationally recognized
standing (“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within
the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the
Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of the Independent Advisors, constitutes
reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the
Base Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors
in accordance with the principles of Section 280G(d)(3) and (4) of the Code.


 


8.08         
Compensation Recovery Policy. The Employee acknowledges and agrees that, to the extent the Company adopts any clawback
or similar policy pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, and any rules and regulations
promulgated thereunder, she shall take all action necessary or appropriate to comply with such policy (including, without limitation,
entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with
respect to past, present and future compensation, as appropriate).


 


8.09         
Severability. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered
deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force
and effect. In furtherance and not in limitation of the foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this Agreement be in excess of that which is valid and enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or activities which may validly and enforceably be covered. Employee
acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction
which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable
law.


 


8.10         
Assignment. This Agreement shall not be assignable, in whole or in part, by either party without the written consent
of the other party. After any such assignment by the Company, the Company shall be discharged from all further liability hereunder
and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this
Section 8.


 


8.11          Injunctive
Relief. Employee agrees that it would be difficult to compensate the Company fully for damages for any violation of the
provisions of this Agreement, including without limitation the provisions of Sections 5 and 6. Accordingly,
Employee specifically agrees that the Company shall be entitled to temporary and permanent injunctive relief to enforce the
provisions of this Agreement and that such relief may be granted without the necessity of proving actual damages. This
provision with respect to injunctive relief shall not, however, diminish the right of the Company to claim and recover
damages in addition to injunctive relief.


 






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8.12         
Attorneys’ Fees and Costs. The Company and Employee agree that in the event any litigation arises out of this
Agreement between Company and Employee, the prevailing party in such litigation shall be entitled to recover its attorney’s
fees and costs brought relating to such litigation.


 


8.13         
No Mitigation Obligation. All amounts paid to Employee under this Agreement following Employee’s termination
of employment and this Agreement are acknowledged by the Company and Employee to be reasonable and to be liquidated damages, and
Employee will not be required to reduce the amount of such payments by seeking other employment or otherwise, nor will any profits,
income, earnings or other benefits from any source whatsoever (including from other employment) create any mitigation, offset,
reduction or any other obligation on the part of Employee under this Agreement.


 


8.14         
Notices. Any notice, payment, demand or communication required or permitted to be given by the provisions of this
Agreement shall be deemed to have been effectively given and received on the date personally delivered to the respective party
to whom it is directed, or five (5) days after the date when deposited by registered or certified mail, with postage and charges
prepaid and addressed to such party at its address below its signature. Any party may change its address by delivering a written
change of address to all of the other parties in the manner set forth in this Section 8.14.


 


8.15         
Notice of Immunity. Notwithstanding any provision of this Agreement to the contrary,
(i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a
trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose
of reporting or investigating a suspected violation of law; (ii) Employee shall not be held criminally or civilly liable under
any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal; and (iii) if Employee files a lawsuit for retaliation by an
employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use
the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal; and
does not disclose the trade secret, except pursuant to court order. 


 


8.16          Administration.
In the event Employee shall disagree with the amount of EBITDA, as determined by the Company (written notice of which shall
be given by the Employee within thirty (30) days of the receipt of such determination by the Company), EBITDA 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 nationally recognized firm of public accountants selected by the Company
(the “Independent Accountant”). The Independent Accountant shall determine the EBITDA within thirty (30) days
after its appointment and shall be instructed to deliver to the Company and Employee a written report of its determination of
the amount of EBITDA. The cost of the accounting services performed by the Independent Accountant shall be borne by the
Company (but the cost thereof shall be considered a liability of the Company) unless the amount of the EBITDA as determined
by the Independent Accountant is the same as the amount determined by the Company, in which event the entire cost of the
services of the Independent Accountant shall be borne by the Employee.


 


[Signatures on following page]


 






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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date set forth in the first paragraph.


 




	 	CAMPING WORLD HOLDINGS, INC. 
	 	 
	 	By:	/s/ Marcus Lemonis
	 	 	Marcus Lemonis
	 	 	Chairman and Chief Executive Officer
	 	 
	 	CWGS ENTERPRISES, LLC
	 	 
	                                                                                       	By: 	 /s/ Marcus Lemonis
	 	 	Marcus Lemonis
	 	 	Chairman and Chief Executive Officer



 


	 	/s/ Tamara Ward
	 	Tamara Ward 
	 	Address:   	                                                                                       
	                                                                                       	 	 



 



 






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