EXHIBIT 10.38
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 1.1 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
1.1 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 3.1. 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, xxxxxx 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, xxxxxx 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:
0000 Xxxxx Xxx Xxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
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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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