CAMPING WORLD HOLDINGS, INC. Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K/A)

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

As previously disclosed, on November 17, 2022, Tamara Ward, Chief Operating
Officer of the Company, notified the Company that she would retire from such
role, effective as of the close of business on December 31, 2022 (the
“Transition Date”) upon the expiration of her existing employment agreement.
Also on November 17, 2022, the Company’s Board of Directors (the “Board”)
appointed Matthew Wagner as Chief Operating Officer of the Company, effective
January 1, 2023 (the “Effective Date”), and the Board designated Mr. Wagner as
the Company’s principal operating officer, effective on the Effective Date and
succeeding Ms. Ward in such role.

In connection with Ms. Ward’s resignation, on January 12, 2023, the Company and Ms. Ward entered into a transition agreement effective as of January 1, 2023
(the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Ward will remain employed by the Company as a Senior Advisor during the period that
began on January 1, 2023 through November 15, 2024 (the “Transition Period”).
Under the terms of the Transition Agreement, Ms. Ward will be entitled to annual
compensation in the amount of $350,000 for year one of the Transition Agreement
and $150,000 for year two of the Transition Agreement. Ms. Ward’s outstanding
equity awards will remain in place and continue to vest in accordance with their
terms for as long as the Transition Agreement remains in effect and any unvested
restricted stock unit awards outstanding on November 15, 2024 (provided the
agreement was not terminated by the Company for “cause” (as defined in the
Transition Agreement) or by Ms. Ward for any reason and subject to the
acceleration provision described below) shall vest as of such date. Ms. Ward shall remain eligible for additional equity awards as determined and approved by
the Board’s Compensation Committee during the term of the Transition Agreement.

In the event that Ms. Ward’s employment is terminated without “cause” then,
subject to her execution and non-revocation of a release of claims, she will be
entitled to receive the remaining balance of any amounts payable under the
Transition Agreement had Ms. Ward remained employed thereunder through the full
term of the Transition Agreement as well as accelerated vesting of any
outstanding restricted stock units.

In connection with Mr. Wagner’s appointment as Chief Operating Officer, on
January 12, 2023, the Company and Mr. Wagner have entered into an Employment
Agreement effective as of January 1, 2023 (the “Employment Agreement” and,
together with the Transition Agreement, the “Agreements”) pursuant to which Mr.
Wagner has agreed to serve as the Chief Operating Officer of the Company for an
initial term that commenced on January 1, 2023 and ending on December 31, 2025.

Under the terms of the Employment Agreement, Mr. Wagner will receive an annual
base salary of $300,000, incentive compensation equal to (a) 0.15% of the
consolidated adjusted EBITDA of CWGS Enterprises, LLC , payable in monthly draws
based on estimated consolidated adjusted EBITDA for the applicable calendar
year, subject to adjustment based on actual adjusted EBITDA performance, as well
as (b) an annual performance-based cash bonus with a target bonus opportunity of
$500,000, based upon the attainment of certain performance goals.

If Mr. Wagner’s employment is terminated by the Company without “cause” (as
defined in the Employment Agreement) or by Mr. Wagner for a material default of
the Employment Agreement by the Company, then, subject to his timely execution
and non-revocation of the Company’s standard form of release of claims
agreement, Mr. Wagner will be entitled to severance benefits equal to: (i) any
earned but as yet-unpaid incentive compensation and annual bonus with respect to
the year prior to the year in which such termination occurs, (ii) incentive
compensation which shall be equal to (a) the consolidated adjusted EBITDA for
the twelve month period ending on the last day of the calendar month preceding
the date of termination times the applicable percentage, and (b) his annual
target bonus for the year in which such termination occurs, in each case
prorated based on the number of days Mr. Wagner was employed during such year,
payable within 90 days following such termination, (iii) an amount equal to the
sum of (a) twelve months of his then-current annual base salary, (b) his
incentive compensation for one year, which shall be equal to the consolidated
adjusted EBITDA for the twelve month period ending on the last day of the
calendar month immediately preceding the date of termination multiplied by the
applicable percentage, and (c) his target annual bonus for the year in which
such termination occurs, payable during the twelve-month period following such
termination at the same times and in the same manner as his annual base salary
had been paid prior to such termination and (iv) continued health benefits for
him and any covered dependents for the eighteen-month period following such
termination.

Pursuant to the Employment Agreement, Mr. Wagner is also subject to customary
confidentiality and assignment of inventions obligations and has agreed to
refrain from (i) engaging in competition with the Company while employed and
during the 18-month period following his termination of employment for any
reason other than due to a material default of the Employment Agreement by the
Company or (ii) soliciting employees, consultants, advisors or agents of the
Company or any of its affiliates while employed and for a period of 12 months
following his termination of employment for any reason.

In the event a change in control (as defined in the Company’s 2016 Incentive
Award Plan, as amended from time to time) occurs, any payments or benefits under
the Employment Agreement will also be subject a Section 280G of the Internal
Revenue Code of 1986, as amended, “cutback” such that payments or benefits that Mr. Wagner receives in connection with such change in control will be reduced to
the extent that such reduction would result in a greater after-tax net amount
for Mr. Wagner.

In addition, on January 12, 2023, in connection with his promotion the Company’s
Compensation Committee granted to Mr. Wagner an award of 75,000 restricted stock
units (“RSUs”) under the Company’s 2016 Incentive Award Plan that will vest in
five equal annual installments on each of the first five anniversaries of
February 15, 2023, subject to the executive’s continued employment through the
applicable vesting dates.

The foregoing description of the Agreements does not purport to be complete and
is qualified in its entirety by reference to the full text of the Transition
Agreement and the Employment Agreement, which are attached hereto as Exhibit
10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description
  10.1          Transition Agreement, effective as of January 1, 2023, between CWGS
              Enterprises, LLC and Tamara Ward.

  10.2          Employment Agreement, effective as of January 1, 2023 between
              Camping World Holdings, Inc., CWGS Enterprises, LLC and Matthew
              Wagner.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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