Executive Vice President
Compensation Program Summary
Matt Wagner (“Employee”)
June 1, 2022 (the “Effective Date”) until modified in writing
Executive Vice President
COMPENSATION PLAN: During the Term and subject to the continued employment of Employee by the Company, the Company shall pay to Employee the Total Compensation described in this compensation plan summary (the “Plan”) subject to the terms and conditions contained in this Plan.
TOTAL COMPENSATION: Employee’s Total Compensation shall be equal to (a) Base Pay; (b) Incentive Compensation; and (c) Target Annual Bonus, as set forth below and subject to the terms and conditions in this Plan:
Base Pay: During the Term, effective as of June 1, 2022, the Company shall pay to Employee a base annual salary of Three Hundred Thousand and No/100 Dollars ($300,000) which salary shall be paid in accordance with the Company’s normal payroll procedures and policies.
Incentive Compensation: During the Term, effective as of June 1, 2022, and subject to continued employment by the Company through the date on which payment of the Incentive Compensation (as defined below) is due, the Company shall pay to Employee incentive compensation (“Incentive Compensation”) equal to fifteen one hundredths of one percent (0.15%) (the “Applicable Percentage”) of the Company’s consolidated Adjusted EBITDA (as defined below).
“Adjusted EBITDA” means (i) the consolidated net income of Camping World Holdings, Inc. (the “Company”) derived from the ongoing consolidated business operations for such period plus, to the extent deducted in the determination of net income, interest (other than interest for floor plan financing), federal and state income taxes (or any provision for such taxes), depreciation and amortization and (ii) to the extent not otherwise reflected in net income for purposes of determining Adjusted EBITDA, gains on the sale of real property, including, without limitation, deferred gains on sale leaseback transactions, with further adjustments for the impact of certain noncash and other items the Company does not consider in its evaluation of ongoing operating performance as determined by the Chief Financial Officer and defined on our Annual Report on Form 10-K filed for the year ended December 31, 2021 and the Company’s other reports filed with the Securities and Exchange Commission.
Net income shall be determined on the accrual method of accounting and in accordance with generally accepted accounting principles consistently applied, provided that (i) extraordinary items of revenue or expense, as determined by the chief financial officer (including revenue or expense from non-operating investments, revenue or expense from the sale or purchase of assets not in the ordinary course of business or revenue or expense not derived from normal business operations), shall not 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.
The Incentive Compensation will be paid in monthly draws based on the Company’s estimated consolidated Adjusted EBITDA for the applicable calendar year, subject to adjustment up or down from time to time based on actual results compared to estimates and anticipated underpayments or overpayments of monthly draws.
Monthly payments of Incentive Compensation shall be subject to “true up” following the completion of the audited financial statements of the Company. In the event of any underpayment, the Company shall pay such underpayment within thirty (30) days following the completion of such audited financial statements. In the event of any overpayment, the amount of such overpayment(s) shall be deducted from Employee’s Incentive Compensation for the next succeeding monthly Incentive Compensation payment(s) until such overpayment has been absorbed by such deductions. In the event any overpayments have not been fully recovered upon Employee’s separation, the amount of such un-recovered