EXHIBIT 10.35
Form of Phantom Stock Agreement
FORM OF PHANTOM STOCK AGREEMENT
THIS AGREEMENT, made and entered into as of the ___ day of
______, 199_ by and between Affinity Group, Inc., a Delaware corporation (the
"Company") and _______________ (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 1.1. EMPLOYMENT. The Company hereby employs the
Executive as an executive officer of the Company to perform such duties and
discharge such functions 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.
Section 1.2. BASIC COMPENSATION. The Company agrees to pay
Executive a base annual salary in such amount as may from time to time be
determined by the board of directors of the Company and discussed with the
Executive on an annual basis. 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 1.3. FRINGE BENEFITS. While Executive is in the employ
of the Company, the Company agrees to provide to Executive such benefits as
may be provided by the Company from time to time to its similarly situated
employees.
Section 1.4. SEVERANCE. If the Company terminates the
employment of the Executive without Cause, 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 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.
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The Company has the absolute right to terminate this Agreement,
and the employment of the Executive hereunder, for Cause without any further
obligation to the Executive in respect of severance payments to the Executive
hereunder. For purposes of this Agreement, Cause includes, but is not limited
to the following:
(i) Executive's breach of the terms of this Agreement or
any other legal obligation to the Company; or
(ii) Executive's fraud, dishonesty, negligence, misconduct
or other deliberate action which causes injury to the
Company or any of its subsidiaries or to their respective
reputations or an act of the Executive involving moral
turpitude or a serious crime.
The Executive shall not be entitled to severance under this
section 1.4 if the employment of the Executive is terminated for any of the
following reasons:
(i) the Executive terminates this Agreement at any time;
(ii) death of the Executive;
(iii) the Disability of the Executive.
Section 1.5. BONUS. The Company adopts, from time to time,
formal written bonus programs for certain of its executives. Such written
bonus programs, if adopted and if extended to the Executive, shall be in
addition to the basic compensation payable under section 1.2 hereof. The
amount of the bonus will be determined on mutually agreed-upon objectives.
The Company reserves the absolute right to amend, replace or terminate, from
time to time, any such written bonus program and to determine the extent of
its application, all without any liability to the Executive. The bonus, if
any, payable under this section 1.5 shall be paid in accordance with the
terms of the formal written bonus program adopted by the Company.
Section 1.6. 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, only, that the Company shall pay to Executive the
severance, if any, payable under section 1.4 hereof.
ARTICLE II
PHANTOM STOCK INTEREST
Section 2.1. AWARD OF PHANTOM STOCK INTEREST. Provided that
Executive shall have been a full time employee of the Company for the twelve
(12) consecutive calendar months preceding each such date (or, in the case of
January 1 of the year following the date of this Agreement, the period of
time between the date hereof and such January 1), the Company agrees that
Executive shall be awarded one Phantom Stock Interest on each of January 1,
____, January 1, ____, January 1, ____, January 1, ____ and January 1, ____.
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Section 2.2. PAYMENT OF AWARDED PHANTOM STOCK INTEREST. The
Company shall pay, and Executive shall be entitled to receive, the cash value
of the Awarded Phantom Stock Interest, which shall be paid 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 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
Awarded 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 Awarded Phantom Stock
Interest, or the part thereof as to which Executive's designation fails, as
the case may be, shall be the representative of Executive's estate. Unless
Executive has otherwise specified in the beneficiary designation, the
beneficiary or beneficiaries designated by Executive shall become fixed as of
Executive's death so that, if a beneficiary survives Executive but dies
before the receipt of all payments due such beneficiary, such remaining
payments shall be payable to the representative of such beneficiary's estate.
Section 2.4. BENEFITS NOT TRANSFERABLE. Neither Executive nor
any beneficiary hereunder shall have any transferable interest in the
payments due hereunder nor any right to anticipate, alienate, dispose of,
pledge or encumber the same prior to actual receipt thereof, nor shall the
same be subject to attachment, garnishment, execution following judgment or
other legal process instituted by creditors of Executive or any such
beneficiary provided that the unpaid cash value of Executive's Awarded
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 Awarded 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 Awarded Phantom Stock Interest to be awarded pursuant to the terms
of this Agreement are not securities in the Company
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and do not create any right in the equity or capital of the Company or any of
its affiliates. Executive and each beneficiary of Executive shall look
solely to the general credit of the Company for satisfaction of any
obligations due or to become due under this Agreement, it being expressly
acknowledged by the Executive that the obligations of the Company hereunder
are junior and subordinate in right of payment to the obligations of the
Company to its or the Company's lenders. If the Company should, in its sole
discretion, earmark or set aside any
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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.
ARTICLE III
COVENANT NOT TO COMPETE
Section 3.1. 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 publication, membership or retail businesses of the Company or any
subsidiary of the Company (whether as a proprietor, partner with another,
shareholder, agent or consultant of, employee of or lender to, another) in
the recreational vehicle, camping, outdoor living or other markets then
served by the Company or such subsidiary, except as a proprietor, partner,
shareholder, employee or consultant in or to the Company or any entity
controlled by, controlling or under common control with the Company, provided
that if the employment of Executive is terminated by the Company without
Cause, the foregoing covenant shall not apply (without affecting the
obligations hereinafter contained in this section 3.1 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 one hundred eighty (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
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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.
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ARTICLE IV.
DEFINITIONS AND GENERAL PROVISIONS
Section 4.1. 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 ending immediately prior to the date on which the Determination Date
falls; if the Determination Date falls on June 15th through December 14th,
inclusive, the Rolling Four Fiscal Quarters ending immediately prior to the
date on which the Determination Date falls.
AWARDED PHANTOM STOCK INTERESTS: As of any date, the Phantom
Stock Interests awarded on or before such date pursuant to the provisions of
Section 2.1 hereof.
BASE COST: $___________, less an amount equal to dividends or
other distributions made by the Company to the Parent (it being understood
that amounts paid by the Company to the Parent pursuant to any tax allocation
agreement between such parties, amounts paid as management fees and amounts
paid as repayment of principal, premium or interest on indebtedness of the
Company to the Parent or to any affiliate of the Parent shall not be
considered dividends or other distributions for the purposes hereof, it being
the intention of the parties hereto that only dividends or distributions in
respect of the equity ownership of the Parent in the Company be deducted for
the purpose of calculating Base Cost).
COMPANY VALUE: If the Determination Date is occasioned by the
sale of all or substantially all of the Operating Assets of the Company and
its subsidiaries, the remainder of (x) the sum of (i) the net after-tax
consideration received in the sale of all or substantially all of the
Operating Assets and (ii) Current Assets 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 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.
If the Determination Date is occasioned by the sale of all or
substantially all of the equity interests in the Company or subsidiaries of
the Company, Company Value shall be the remainder of (x) the net after-tax
consideration received in such sale of equity interests minus (y) the sum of
(i) the Base Cost and (ii) any Liabilities not assumed by such purchaser or
transferee.
If the Determination Date is occasioned by the sale of the
equity interests of the Parent, Company Value shall be the remainder of the
pre-tax consideration received minus (y)
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the sum of (i) the Base Cost and (ii) any Liabilities not assumed by such
purchaser or transferee for which shareholders of the Parent continue to be
liable after the closing of such sale.
If the Determination Date is occasioned by an event other than
a Sale, 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 a Sale is
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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 the Sale.
CURRENT ASSETS: The sum of (x) cash, marketable securities,
prepaid items and inventory as reflected on the books and records of the
Company and its subsidiaries on a consolidated basis after the elimination of
any intercompany accounts; (y) the market value of notes receivable of the
Company (other than intercompany receivables); and (z) the accounts
receivable of the Company and its subsidiaries (other than intercompany
accounts receivable) 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.
DETERMINATION DATE: The date of any of the following events:
(i) termination of the Executive's employment, whether by death or otherwise,
(ii) a Sale, or (iii) the fifth anniversary of the date of this Agreement.
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 seven and
one-half (7.5) and Operating Profit of the Company for the Accounting Period.
LIABILITIES: All obligations (whether absolute, accrued or
contingent, choate or inchoate) of the Company and/or its subsidiaries (other
than intercompany obligations) determined in accordance with generally
accepted accounting principles provided that (i) if the Determination Date is
occasioned by a Sale, the obligation of the Company (or the Parent) for the
payment of federal and state income taxes arising from a Sale 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, (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, the Parent or any
subsidiary of the Company (x) in respect of this Agreement or any similar
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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 be determined on a
consolidated basis provided, however, that there shall be eliminated any
intercompany Liabilities.
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, 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).
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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 assets. 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 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, management fees and ninety (90%) percent of aircraft
expenses. Operating Profit shall be determined on the accrual method of
accounting and in accordance with generally accepted accounting principles
consistently applied, provided that (i) in no event shall tradeout or barter
transactions or extraordinary items of revenue or expense (including revenue
or expense from non-operating investments, revenue or expense from the sale
or purchase of Operating Assets or entities or revenue or expense not derived
from business operations) be reflected in net income and (ii) amounts paid or
received in settlement of (or payment of judgments in respect of) litigation
which did not arise in the ordinary course of the business operations of such
entity or entities or any of their respective subsidiaries, shall not be
reflected in net income (it being understood that subsidiaries of the Company
do have litigation, such as the litigation in CTC, which shall be considered
litigation in the "ordinary course" of business operations). 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 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 for the entire Accounting
Period, the Operating Profit with respect to such Operating Assets shall be
included, on a historical basis, as if (i) 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
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entity which holds in excess of eighty (80%) percent of the issued and
outstanding equity securities of the Parent.
PHANTOM STOCK INTEREST: The cash equivalent of ____________
percent (____%) of Company Value.
ROLLING FOUR FISCAL QUARTERS: Four consecutive Fiscal
Quarters.
SALE: The sale of all or substantially all of the Operating
Assets of the Company and the subsidiaries of the Company, the sale of all of
the equity interests in the Company, the sale in one transaction (or a series
of related transactions) of all of the equity interests in the Parent, the
sale of all of the equity interests in the subsidiaries of 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.
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Section 4.3. ADMINISTRATION. The Company and its executive
officers shall have full power to interpret, construe and administer this
Agreement, including authority to determine any dispute or claim with respect
thereto. The determination of the Company in any matter, made in good faith,
shall be 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 Awarded 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 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
"big six" 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
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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 Awarded 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 Awarded 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
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(ii) If to Executive to:
Section 4.5. BINDING EFFECT. The provisions of this Agreement
shall not give Executive any rights to continue to be employed or otherwise
retained by the Company or any affiliate thereof. Except as so provided,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the respective successors and assigns of the Company and the
beneficiaries, personal representatives and heirs of Executive.
Section 4.6. CONTROLLING LAW. This Agreement shall be
construed, and the legal relations between the parties determined, in
accordance with the laws of the state of incorporation of the Company.
Section 4.7. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original
without the production of the others, but all of which together shall
constitute one and the same instrument.
Section 4.8. ENTIRE AGREEMENT. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and may not be varied, modified or amended except by a writing signed by the
parties to be charged. The making, execution and delivery of
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this Agreement by the parties hereto have been induced by no representations,
statements, warranties or agreements of the other except those herein
expressed.
Section 4.9. HEADINGS. The division of this Agreement into
sections and paragraphs and the titles assigned thereto is only a matter of
convenience for reference and shall not define or limit any of the terms or
provisions thereof.
IN WITNESS WHEREOF, the individual party has hereunto set his
hand and the corporate party has caused these presents to be executed by a
proper officer thereunto duly authorized all as of the day and year first
above written.
AFFINITY GROUP, INC.
By:
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Its:
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Executive
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