Exhibit 10.1
SEPARATION AGREEMENT AND
RELEASE
This Separation Agreement and
Release (“Agreement”) is made by and between Andrew J.
Dale (“Employee”) and The Outdoor Channel, Inc.
(“Company”) (collectively referred to as the
“Parties” or individually referred to as a
“Party”).
WHEREAS, Employee is employed by the
Company;
WHEREAS, the Company and Employee
have entered into a Stock Option Agreement, dated December 10,
1997, granting Employee the option to purchase shares of common
stock of Outdoor Channel Holdings, Inc. (“Holdings”)
subject to the terms and conditions of the Company’s 1997
Stock Option Plan and the Stock Option Agreement, and Holdings and
Employee have entered into Stock Option Award Agreements, dated
April 25, 2005, granting Employee the option to purchase shares of
Holdings’ common stock subject to the terms and conditions of
Holdings’ 2004 Long-Term Incentive Plan and the Stock Option
Award Agreements (the Stock Option Agreement, Stock Option Award
Agreements, and the Company’s 1997 Stock Option Plan and
Holdings’ 2004 Long-Term Incentive Plan collectively referred
to herein as the “Stock Agreements”), the underlying
shares to be issued upon the exercise of such options currently
registered with the United States Securities and Exchange
Commission on Form S-8s and the Company’s agreement to use
its reasonable efforts to maintain, or cause to be maintained, such
registration statements;
WHEREAS, Holdings and Employee have
entered into an Indemnification Agreement dated on or about
September 13, 2004 (the “Indemnification
Agreement”);
WHEREAS, Employee will separate from
employment with the Company effective at the close of business on
January 2, 2007 (the “Separation Date”);
WHEREAS, the Company and Employee
wish to provide for an orderly transition of Employee’s
duties and responsibilities from the present time until the
Separation Date (the “Transition Period”), and Employee
will reasonably cooperate with the Company, make himself reasonably
available, and otherwise provide services during the Transition
Period to facilitate the transition of his duties and
responsibilities; and
WHEREAS, the Parties wish to resolve
any and all disputes, claims, complaints, grievances, charges,
actions, petitions, and demands that the Employee may have against
the Company and any of the Releasees as defined below, including,
but not limited to, any and all claims arising out of, or in any
way related to Employee’s employment with, or separation
from, the Company;
NOW, THEREFORE, in consideration of
the mutual promises made herein, the Company and Employee hereby
agree as follows:
1.
Consideration
.
a.
Payment . The Company agrees to pay Employee a
total of Three Hundred Thousand Dollars ($300,000), less applicable
withholding, in the form of bi-weekly payments for twelve (12)
months from the first regular payroll date following the Separation
Date in accordance with the Company’s regular payroll
practices.
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b.
Consulting
. Commencing on January 2,
2007, Employee shall make himself available to serve as a
consultant to the Company through January 2, 2008, pursuant to the
written consulting agreement (the “Consulting
Agreement”) attached hereto as Exhibit A.
c.
COBRA . The Company shall reimburse Employee for
the payments Employee makes for COBRA coverage for a period of
thirty-six (36) months, or until Employee has secured other
employment and becomes eligible for health insurance benefits,
whichever occurs first provided Employee timely elects and pays for
COBRA coverage. COBRA reimbursements shall be made by the
Company to Employee consistent with the Company’s normal
expense reimbursement policy, provided that Employee submits
documentation to the Company substantiating his payments for COBRA
coverage, with such reimbursement occurring within 30 days of
Employee’s submission of said documentation.
d.
Life Insurance
. The Company shall reimburse
Employee for the payments Employee makes for life insurance
coverage through December 31, 2009. Such reimbursements shall
be made by the Company to Employee consistent with the
Company’s normal expense reimbursement policy, provided that
Employee submits documentation to the Company substantiating his
payments for life insurance coverage, with such reimbursement
occurring within 30 days of Employee’s submission of said
documentation.
e.
Frequent-Flier Miles
. Employee shall retain the
frequent-flier miles that were placed in his Northwest Airlines and
American Airlines frequent-flier accounts from transactions on the
Company’s credit card.
f.
Letter of
Recommendation .
Upon request, the Company agrees to use its reasonable efforts to
provide Employee with a letter of recommendation signed by Ray
Miller substantially in the form attached hereto as Exhibit B, for
use by Employee in seeking employment.
g.
Legal Fees
. The Company shall reimburse
Employee up to Ten Thousand Dollars ($10,000) for the fees
associated with his consultation with an attorney regarding
Employee’s separation from the Company and his
attorney’s review and negotiation of this Agreement and the
Consulting Agreement. Such reimbursement shall be made by the
Company to Employee consistent with the Company’s normal
expense reimbursement policy, provided that Employee submits
documentation to the Company substantiating his payments for fees
incurred by his attorney’s review of this Agreement and the
Consulting Agreement.
2.
Benefits
.
Employee’s health insurance benefits shall cease on January
31, 2007, subject to Employee’s right to continue his health
insurance and any other insurance-related benefits under COBRA.
Employee’s participation in all benefits and incidents
of employment, including, but not limited to, the accrual of
bonuses, vacation, and paid time off, will cease as of the
Separation Date.
3.
Payment of
Salary . Employee acknowledges
and represents that, other than the consideration set forth in this
Agreement, the Company will have paid by the Separation Date all
salary, wages, bonuses, accrued vacation/paid time off, housing
allowances, relocation costs, interest, severance, outplacement
costs, fees, commissions, and any and all other benefits and
compensation due to Employee.
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4.
Release of
Claims . Employee agrees that
the foregoing consideration represents settlement in full of all
outstanding obligations owed to Employee by the Company, Outdoor
Channel Holdings, Inc., and their current and former officers,
directors, employees, agents, investors, attorneys, shareholders,
administrators, affiliates, divisions, and subsidiaries, and
predecessor and successor corporations and assigns (the
“Releasees”). Employee, on his own behalf, and on
behalf of his respective heirs, family members, executors, agents,
and assigns, hereby and forever releases the Releasees from, and
agrees not to sue concerning, or in any manner to institute,
prosecute or pursue, any claim, complaint, charge, duty,
obligation, or cause of action relating to any matters of any kind,
whether presently known or unknown, suspected or unsuspected, that
Employee may possess against any of the Releasees arising from any
omissions, acts, facts, or damages that have occurred up until and
including the Effective Date of this Agreement, including, without
limitation:
a.
any and all claims relating to or
arising from Employee’s employment relationship with the
Company and the termination of that relationship;
b.
any and all claims relating to, or
arising from, Employee’s right to purchase, or actual
purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of
fiduciary duty, breach of duty under applicable state corporate
law, and securities fraud under any state or federal
law;
c.
any and all claims for wrongful
discharge of employment; termination in violation of public policy;
discrimination; harassment; retaliation; breach of contract, both
express and implied; breach of covenant of good faith and fair
dealing, both express and implied; promissory estoppel; negligent
or intentional infliction of emotional distress; fraud; negligent
or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage;
unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false
imprisonment; conversion; workers’ compensation and
disability benefits;
d.
any and all claims for violation of
any federal, state, or municipal statute, including, but not
limited to, Title VII of the Civil Rights Act of 1964; the
Civil Rights Act of 1991; the Americans with Disabilities Act of
1990; the Fair Labor Standards Act; the Fair Credit Reporting Act;
the Age Discrimination in Employment Act of 1967; the Older Workers
Benefit Protection Act; the Employee Retirement Income Security Act
of 1974; the Worker Adjustment and Retraining Notification Act; the
Family and Medical Leave Act, except as prohibited by law; the
Sarbanes-Oxley Act of 2002; the California Family Rights Act; the
California Labor Code, except as prohibited by law; the California
Workers’ Compensation Act, except as prohibited by law; and
the California Fair Employment and Housing Act;
e.
any and all claims for violation of
the federal or any state constitution;
f.
any and all claims arising out of
any other laws and regulations relating to employment or employment
discrimination;
g.
any claim for any loss, cost,
damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds
received by Employee as a
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