INCENTIVE MANAGEMENT AGREEMENT
THIS INCENTIVE MANAGEMENT AGREEMENT (the "Agreement") is made as of the
______day of___________, 1997, by and between THOMAS A. DONNELLY
("Executive") and AFFINITY GROUP HOLDING, INC., a Delaware corporation
("AGH").
R E C I T A L S
WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of February 25, 1997, Affinity Group, Inc., a
Delaware corporation and a subsidiary of AGH ("AGI"), is purchasing all of the
issued and outstanding shares of capital stock of Camping World, Inc., a
Kentucky corporation (the "Company") (AGH, AGI, the Company and any affiliated
entity to which the assets and liabilities of the Company are subsequently
transferred are hereinafter referred to individually as a "Company Party" and
collectively as the "Company Parties"). All capitalized terms used herein and
not otherwise defined herein shall have the meanings given them in the Stock
Purchase Agreement; and
WHEREAS, AGH desires to provide incentives to the Executive for the
achievement of certain operating goals of the Company Parties as set forth
herein; and
WHEREAS, the execution by the Executive of this Agreement is a condition
precedent to the obligations of AGI to consummate the transactions contemplated
under the Stock Purchase Agreement; and
WHEREAS, benefits will accrue to the Executive under this Agreement as well
as by reason of the closing of the transactions contemplated under the Stock
Purchase Agreement and the Executive is desirous that such transactions be
consummated;
NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. OPERATING GOALS. Executive will use his best efforts to assist the
Company Parties and all affiliates thereof in achieving their operating
performance objectives, as adopted from time to time during the term of this
Agreement. In order to so assist the Company Parties and their affiliates,
Executive will faithfully perform to the best of his ability the
responsibilities under his job description as it shall exist from time to
time. Executive's services hereunder also will include consultation with and
providing advice to the Company Parties and their affiliates during the term
of this Agreement upon reasonable request by a representative of a Company
Party.
2. INCENTIVE COMPENSATION. As an incentive for Executive's services
described in Section 1 hereof, during the period of five (5) years
following the date of this Agreement, AGH shall pay to the Executive the
following amounts:
(a) $440,000 on each of the first four anniversaries of the date of
this Agreement; and
(b) $4,840,000 on the fifth anniversary of the date of this Agreement.
3. OFFSET RIGHTS. Any payments due hereunder shall be subject to setoff
for claims of AGI for breaches by the Sellers of their covenants,
representations or warranties contained in the Stock Purchase Agreement pursuant
to the terms thereof. In the event of any claim by AGI for indemnity under the
terms of the Stock Purchase Agreement, payments due under this Agreement shall
be reduced by the amount of such claim (as finally determined by litigation or
otherwise), effective as of the date on which such claim was made.
4. DEFAULT. In the event that AGH should default in the payment of any
incentive compensation hereunder, then any amount not paid when due shall bear
interest from the date of default at the per annum of 10% in excess of the rate
identified from time to time in the WALL STREET JOURNAL as the prime rate of
interest, but not to exceed the highest maximum rate allowable under applicable
law.
5. MISCELLANEOUS.
(a) The invalidity or unenforceability of any provision of this
Agreement 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 Agreement 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.
(b) This Agreement shall be governed by the laws of the State of
Delaware, without regard to its conflict of laws rules.
(c) This Agreement may not be assigned by any party without the prior
written consent of the other parties. This Agreement and the rights and
the obligations hereunder shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors
and assigns.
(d) AGH acknowledges that the benefits to be derived from Executive's
services will be realized during the periods set forth in Section 2 hereof
notwithstanding
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the death, disability or incapacity of the Executive or the
termination of Executive's employment with the Company, and therefore, the
obligation of AGH to make payments hereunder shall continue regardless of
the death, disability or incapacity of the Executive or the termination of
Executive's employment with the Company. In such event, any payments due
hereunder shall be made to the Executive's legal representative.
(e) This Agreement, together with the Stock Purchase Agreement and
the agreements, documents and instruments delivered in connection
therewith, embodies the entire agreement of the parties hereto relating to
the subject matter hereof. No amendment or modification of this Agreement
shall be valid or binding upon any party hereto unless made in writing and
signed by such party.
(f) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
AFFINITY GROUP HOLDING, INC.
By: /s/ Mark J. Zeggert
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Title: Vice President
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/s/ Thomas A. Donnelly
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THOMAS A. DONNELLY
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