Exhibit 10.52


 


EMPLOYMENT AND


PHANTOM STOCK AGREEMENT


 


THIS AGREEMENT made and entered into as of the 15th day
of May, 2002 by and between AFFINITY GROUP, INC., a Delaware
corporation (“AGI”), CAMPING WORLD, INC., a Kentucky corporation
and a wholly-owned subsidiary of AGI (“Camping World Holding”), CWI, INC.,
a Kentucky corporation and a wholly-owned subsidiary of Camping World Holding
(the “Company”), and MARK T. GILMAN (the “Executive”);


 


W I T N E S S E T H


 


WHEREAS, the Company proposes to employ the Executive in the
operations of the Company and the Company 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, the Company and
Executive hereby agree as follows:


 


ARTICLE I


 


EMPLOYMENT


 


Section l.l.   Employment.  The Company hereby employs the Executive as
the President and Chief Executive Officer of the Company to perform such duties
and discharge such functions, consistent with the senior executive office held
by Executive, in and about the business and affairs of the Company, 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, provided, however,
Executive may from time to time serve on the board of directors of charitable
organizations as long as such involvement does not have a materially adverse
effect on the performance by Executive of his duties hereunder.


 


Section l.2.  Basic Compensation.  The Company agrees to pay Executive a base
annual salary of $350,000.  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,
including, without limitation, those set forth on Exhibit A attached hereto.


 


Section 1.4.  Severance.  If the Company terminates the employment of the Executive without
Cause, the Company shall (i) make a lump sum severance payment equal to twelve
(12) months of the Executive’s current base compensation paid pursuant to
Section 1.2 hereof, and (ii) pay to the Executive the amount of the bonus, if
any, accrued to the date of such termination under section 1.5 hereof.  Such severance payment shall be made within
thirty (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 


 


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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 and without prejudice to Executive’s
Phantom Stock Interest.


 


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 shall mean:


 


(i)                                     the commission of a felony or a crime involving
moral turpitude or the commission of any other act or omission involving
dishonesty or fraud with respect to the Company;


 


(ii)                                  conduct which brings the Company into public
disgrace or disrepute;


 


(iii)                               gross negligence or willful gross misconduct with
respect to the Company;


 


(iv)                              breach of a fiduciary duty to the Company;


 


(v)                                 a breach of Article III of this Agreement; or


 


(vi)                              Executive’s failure to cure a breach of any term
of this Agreement (other than Article III) within thirty (30) days after
receipt of written notice from the Company specifying the act or omission that
constitutes such breach.


 


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.  Executive shall be entitled to earn a bonus based upon the
Company’s Operating Profit.  The bonus
shall be an amount equal to one and one-half percent (1.5%) of the Company’s
Operating Profit for each year during the term hereof.  The bonus shall be payable on a quarterly
basis in arrears for each calendar quarter during the term hereof.  The bonus for any partial quarter during the
term hereof shall be prorated based on the number of days within such quarter
falling within the term hereof.  The
bonus for the first three quarters of each calendar year shall be calculated
based upon the annualized budget for the Company for the calendar year in which
such quarters fall and the bonus for each such quarter shall be paid to
Executive at the end of the first bi-weekly payroll period following the end of
such quarter.  The bonus for the fourth
quarter of each calendar year shall be equal to (a) one and one-half percent
(1.5%) of the Company’s actual Operating Profit for the calendar year then
ended, less (b) the aggregate amount of the bonus paid to Executive for the
first three quarters of the calendar year then ended.  The bonus for the fourth quarter of each calendar year shall be
paid to Executive on or before March 15 of the following year.


 


Section l.6.  Term.  The term of this Agreement shall commence on the date of this
Agreement and continue through the fifth anniversary of the date of this
Agreement provided, however, that Executive shall have the continuing option to
immediately terminate the employment provided by section l.l hereof by giving
two (2) 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, however, that the Company shall pay to Executive the
severance, if any, payable under section 1.4 hereof and no termination of
Executive under 


 


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any circumstance shall
prejudice Executive’s right to the Phantom Stock Interest provided under
Article II of this Agreement.


 


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 value of the Phantom Stock Interest, which shall be
paid as follows:


 


(a)          in the event of a Sale, at the same time and in
the same form of consideration (on the same proportionate basis) as is paid to
the seller in the Sale;


 


(b)         in the case of an Offering, (i) at the election of
the Executive, in the form of registered stock issued in the Offering as long
as, in the opinion of the underwriters in the Offering, such issuance to the
Executive would not have an adverse impact on the Offering, or (ii) if it is
determined that such issuance to Executive would have an adverse impact on the
Offering or if the Executive does not elect to receive registered securities,
then in cash as described in subsection (c) below;


 


(c)          in the case of a Private Placement, an Offering
described in subsection (b)(ii) above, or in the case of the occurrence of any
other Determination Date, in cash as follows:


 


(i)                                     One-third (1/3) thereof within thirty (30) days of
the determination of such cash value in accordance with the provisions of
section 4.3 hereof, and


 


(ii)                                  One-third (1/3) thereof on the first anniversary
of the Determination Date, and


 


(iii)                               One-third (1/3) 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, 


 


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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
AGI’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 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.


 


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ARTICLE III


 


COVENANT NOT TO COMPETE


 


Section 3.l.  Covenant Not to Compete.  Executive hereby covenants that, for a
period of eighteen (18) 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 retail, publication
or membership businesses of the Company or any subsidiary of the Company
(whether as a proprietor, partner with another, shareholder (other than as a
less than 5% shareholder in a publicly-traded company), 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 preceding 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 (1) 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:


 


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 endingimmediately 


 


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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.


 


Base Cost:  The
Company Value as of June 30, 2002, calculated as the remainder of (x) the sum
of (i) the Formula Operating Asset Value and (ii) Current Assets minus (y)
Liabilities.


 


Company Value:  (a) If
the Determination Date is occasioned by the sale of all or substantially all of
the Operating Assets of the Company, the remainder of (x) the sum of (i) the
net pre-tax consideration received in the sale of all or substantially all of
the Operating Assets, (ii) Current Assets and (iii) the fair market value on
the Determination Date of the assets of the Company, if any, not included in
the sale, minus (y) the sum of (i) the Base Cost, (ii) Operating Liabilities
not assumed by the purchaser or transferee and (iii) Liabilities other than
Operating Liabilities.  If any of such
consideration shall have been paid in notes or other securities, the Company
shall, by resolution of its board of directors, establish a fair market value
therefore, which value shall be conclusively binding upon the parties hereto
and, in establishing the value of debt securities, in addition to such other
considerations as the board of directors of the Company may deem relevant, the
amounts payable thereunder shall be discounted to their present value on the
basis of such discount rate as is deemed appropriate by the board of directors.


 


(b) If the Determination Date
is occasioned by a Private Placement by the Company or by Camping World Holding
or the sale of more than 51% of the equity interests in the Company or Camping
World Holding, Company Value shall be the remainder of (x) the Full Company
Consideration received in such Private Placement or sale of equity interests
minus (y) the sum of (i) the Base Cost and (ii) any Liabilities required to be paid or satisfied at the time of closing such Private
Placement or sale and any liabilities retained directly or indirectly by the
shareholder of the issuer in such Private Placement or the seller after such
sale.


 


(c) If the Determination Date is occasioned by an
Offering of shares of the common stock of the Company or Camping World Holding,
the Company Value shall be the remainder of the market capitalization of the
Company or Camping World Holding, as the case may be, at the time of such
Offering minus (y) the sum of (i) the Base Cost and (ii) any Liabilities required
to be paid or satisfied at the time of closing such Offering and any
liabilities retained directly or indirectly by the shareholders after the
Offering.


 


(d) If the Determination Date
is occasioned by an event other than an event described in any of the foregoing
three paragraphs, Company Value shall be the remainder of (x) the sum of (i)
the Formula Operating Asset Value and (ii) Current Assets minus (y) the sum of
(i) Base Cost and (ii) Liabilities other than Operating Liabilities provided,
however, that if any event of the type described in any of the foregoing three
paragraphs is consummated within one hundred eighty (180) days after the
Determination Date, Company Value shall be determined as if the Determination
Date had been occasioned by such event.


 


Current Assets:  The sum
of (x) cash, investments, marketable securities, prepaid items and inventory as
reflected on the books and records of the Company and its subsidiaries on a
consolidated basis; (y) the market value of notes receivable of the Company;
and (z) the accounts receivable of the Company subject to such allowance for
bad or doubtful accounts receivable as is reflected on the books of the
Company, all as determined in accordance with generally accepted accounting
principles.  Current Assets and
Liabilities shall be determined as of the last day of the Accounting
Period.  Current Assets shall not
include any assets relating to or arising from the operation of the “MVP”
insurance program.


 


Determination Date:  The date
of the first of the following events to occur: (i) termination of the
Executive’s employment, whether by death or otherwise, (ii) a closing of a
Sale, (iii) an Offering, (iv) a Private Placement, or (v) the fifth anniversary
of the date of this Agreement.


 


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


 


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 Operating
Asset Value:  The product of eight (8) and Operating
Profit of the Company for the Accounting Period.


 


Full Company
Consideration:  In
connection with a Private Placement by the Company or by Camping World Holding
or the sale of more than 51% of the equity interests in the Company or Camping
World Holding, Full Company Consideration is intended to represent the amount
that would have been paid if the Private Placement or equity sale resulted in
the purchaser acquiring 100% of the shares of common stock of the subject
entity.  Therefore, in connection with a
Private Placement by the Company or by Camping World Holding or the sale of
equity interests in the Company or Camping World Holding, in either case
involving the purchaser acquiring 100% of the shares of common stock of the
Company or Camping World Holding, Full Company Consideration shall be equal to
the net pre-tax consideration received in such Private Placement or sale.  In connection with a Private Placement by
the Company or by Camping World Holding or the sale of equity interests in the
Company or Camping World Holding, in either case involving more than 51% but
less than 100% of the shares of common stock of the Company or Camping World
Holding, Full Company Consideration shall be equal to (x) the net pre-tax consideration
received in such Private Placement or sale of equity interests divided by (y)
the decimal equivalent of the percentage of equity interests in the Company or
Camping World Holding issued in such Private Placement or sold in such sale.  As an example, if 75% of the shares of
common stock of the Company are sold for $60 million, Full Company
Consideration shall be determined by dividing $60 million by .75, resulting in
Full Company Consideration of $80 million.


 


Liabilities:  All
obligations (whether absolute, accrued or contingent, choate or inchoate) of
the Company and/or its subsidiaries which are required to appear on financial
statements prepared in accordance with generally accepted accounting principles
consistently applied provided that


 


(i)                                     if the Determination Date is occasioned by a Sale, the obligation of the
Company, Camping World Holding, AGI, or the Parent, as the case may be, for the
payment of federal and state income taxes, if any, arising from the Sale (net
of the tax benefits, if any, arising from payments in respect of this Agreement
or any similar agreement) shall be considered a liability whether or not such
liability is required to be reflected as a liability in accordance with
generally accepted accounting principles; provided, however, that in
determining the amount, if any, to be included in Liabilities under this
subsection (i), (x) if the Determination Date is occasioned by the sale of more
than 51% of the equity interests in the Parent or in AGI, the amount to be
included in Liabilities under this subsection (i) shall be determined as if the
sale had been a sale of the equity interests in the Company and the selling
price for such equity interests had been the Company Value as determined under
subsection (d) of the definition of Company Value, and (y) in the event the
Sale is of less than 100% of the equity interests in Camping World Holding or
in the Company, the amount included in Liabilities under this subsection (i)
shall be determined as if the Sale had been a Sale of 100% of the equity
interests of the applicable entity;


 


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(ii)                                  the liability of the Company for deferred revenues shall not be
considered a liability whether or not such liabilities are required to be
reflected as a liability in accordance with generally accepted accounting
principles; and


 


(iii)                               the liability of the Company, Camping World Holding, AGI, the Parent, or
any subsidiary of the Company (x) in respect of this Agreement or any similar
agreement or (y) to purchase its equity securities (or warrants for such
securities), whether under a “put” agreement or otherwise, shall not be
considered a Liability for purposes hereof.


 


Liabilities
shall be determined by the chief financial officer of the Company (or the
Independent Accountant) as provided in section 4.3 hereof.  Liabilities shall include those intercompany
Liabilities that have been allocated to the Company in accordance with
generally accepted accounting principles consistently applied.


 


Offering:  An
offering and sale of shares of the common stock of the Company, Company World
Holding, AGI or the Parent pursuant to a registration statement under the
United States Securities Act of 1933, as amended


 


Operating Assets:  The real
and personal properties, tangible and intangible, used in the regular ongoing
operation of the Company and its subsidiaries, as the case may be, which would
be acquired by a purchaser of such entities (or the assets thereof) in order to
continue the uninterrupted operation of the business thereof in substantially
the manner as theretofore operated but excluding therefrom cash, investments,
marketable securities, accounts and notes receivable, inventories, prepaid
items and similar assets which would not normally be acquired by a purchaser in
an asset acquisition (or for which special adjustment to the purchase price
would be made).


 


Operating Liabilities:  Any
Liability or other obligation (whether absolute, accrued or contingent, choate
or inchoate) which would be required to be assumed by a buyer of all or
substantially all of the assets of the Company and its subsidiaries in order to
continue, uninterrupted, the business operations of the Company unless, in
connection with such assumption, there would customarily be made an adjustment
to the purchase price for such liabilities. 
Operating Liabilities do not include (i) indebtedness for money borrowed
or guarantees of any such indebtedness, (ii) refinancings of indebtedness of
the kind referred to in clause (i) above, (iii) indebtedness in respect of any
subscription agreement, stock or warrant “put” or “call” agreement, phantom
stock agreement or similar obligation in respect of an equity or other interest
in the Parent measured by an increase in the equity value of the Parent, including,
without limitation, the obligations under this Agreement, and (iv) current
payables.


 


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 and management fees.  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 Operating Assets or entities or revenue or
expense not derived from business operations) be reflected in net income, (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, such as the litigation in the Company, which
shall be considered litigation in the “ordinary course” of business operations)
and (iii) revenue and expenses relating to the “MVP” insurance program shall
not be reflected in net income. If there has occurred a Sale of Operating
Assets within the Accounting Period and, in such Sale, not all of the Operating
Assets have been sold, provided that the net proceeds of 


 


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such Sale have been received by the Company prior to the date on which
Current Assets and Liabilities of the Company are calculated as herein
provided, the net income relating to such Operating Assets shall be deleted
from the calculation of Operating Profit. 
If there has occurred a purchase of Operating Assets, the income from
which is reflected in the Accounting Period, and such Operating Assets were not
owned by the Company for the entire Accounting Period, the Operating Profit
with respect to such Operating Assets shall be included, on a historical basis,
as if the Company (or its subsidiaries) had owned such Operating Assets for the
entire Accounting Period.


 


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


 


Phantom
Stock Interest:  The
equivalent value of the aggregate of (a) 12% of Company Value up to and
including $10 million of Company Value, plus (b) 13% of Company Value in excess
of $10 million up to and including $20 million of Company Value, plus (c) 14%
of Company Value in excess of $20 million up to and including $30 million of
Company Value, plus (d) 15% of Company Value in excess of $30 million up to and including $40
million of Company Value, plus (e) 16% of Company Value in excess of $40
million up to and including $50 million of Company Value, plus (f) 17% of
Company Value in excess of $50 million up to and including $60 million of
Company Value, plus (g) 18% of Company Value in excess of $60 million up to and
including $70 million of Company Value, plus (h) 19% of Company Value in excess
of $70 million up to and including $80 million of Company Value, plus (i) 20%
of Company Value in excess of $80 million . 
Attached hereto as Exhibit B is an example of the calculation of the
Phantom Stock Interest based upon the assumptions set forth therein.


 


Private Placement:  The
issuance by the Company, the Parent, AGI, or Camping World Holding, as the case
may be, of shares of common stock of the issuing entity in a private placement
which results in the current owners of the issuing entity owning less than 51%
of the issuer after the transaction


 


Rolling Four Fiscal Quarters:  Four
consecutive Fiscal Quarters.


 


Sale:  The sale
of all or substantially all of the Operating Assets of the Company, or the sale
in one transaction (or a series of related transactions) of more than 51% of
the equity interests in the Parent, in AGI, in Camping World Holding or in the
Company (except, in any of the foregoing cases, to an entity controlled by,
controlling or under common control with the Parent).


 


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 Company shall give prompt written notice
to Executive of the determination by the Company of any matter provided herein,
and, unless notice objecting to such determination is given as provided herein,
the determination of the Company in any matter, made in good faith, shall be
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
Current Assets, Liabilities, Operating Liabilities 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 one hundred fifty (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 Current Assets, Liabilities, Operating
Liabilities or Operating Profit as determined by the chief 


 


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financial officer of the
Company (written notice of which shall be given by the Executive within thirty
(30) days of the receipt of such determination by the chief financial officer),
Current Assets, Liabilities, Operating Liabilities 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 nationally recognized firm of public accountants selected by
the Company (the “Independent Accountant”). 
The Independent Accountant shall determine the Current Assets,
Liabilities, Operating Liabilities or Operating Profit of the Company within
thirty (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 Current Assets, Liabilities, Operating Liabilities or Operating
Profit.


 


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 for
purposes of determining Liabilities) unless the amount of the Current Assets,
Liabilities, Operating Liabilities 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:


 


Mark
T. Gilman


1253
Harlequin Court NW


Silverdale,
WA 98383


 


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.


 


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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 Delaware.


 


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, together with the letter
agreement dated as of the date hereof between AGI and the Executive, 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.


 


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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:

  	
  /s/
  Mark J. Boggess

  	
   

  	
   

  
	
   

  	
  Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Its: Vice President and
  Chief Financial Officer

  	
   

  
							



 


	
   

  	
  CAMPING
  WORLD, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark J. Boggess

  	
   

  	
   

  
	
   

  	
  Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Its: Vice President and
  Chief Financial Officer

  	
   

  
							



 


	
   

  	
  CWI, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark J. Boggess

  	
   

  	
   

  
	
   

  	
  Mark J. Boggess

  	
   

  
	
   

  	
   

  	
  Its: Vice President and
  Chief Financial Officer

  	
   

  
							



 


 


	
   

  	
   

  	
  /s/
  Mark T. Gilman

  	
   

  	
   

  
	
   

  	
  Mark T. Gilman

  	
   

  



 


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