Exhibit 10.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is made and entered into effective as of July 13, 2023 (the “Effective Date”), by and between Karin L. Bell, an Illinois 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 Employee from time to time, and any successor(s) thereto, the “Company”).
RECITALS
WHEREAS, Company employees Employee pursuant to that certain Employment Agreement dated July 1, 2020 by and between Company and Employee (the “Original Agreement”), as amended by that certain Amendment to the Employment Agreement dated June 1, 2022 (the “First Amendment”) (the Original Agreement and the First Amendment, together, the “Agreement”); and
WHEREAS, the Company and Employee desire to amend the Agreement as set forth in this Amendment.
NOW THEREFORE, in for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.Capitalized Terms. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Agreement.
2.Amendment to the Agreement. As of the Effective Date, the Agreement is hereby amended or modified as follows:
| a. | The Term of the Agreement shall end on July 31, 2026. |
| b. | The first sentence of Section 4.07 shall be deleted and replaced with the following: |
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 Delaware law.
| c. | Section 8.01 shall be deleted and replaced with the following: |
Governing Law; Venue. This Agreement is made under and shall be governed by and construed in accordance with the laws of the state of Delaware.
| d. | Section 6.01 shall be deleted and replaced with the following: |
Employee agrees that, during the Term and for twelve 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
