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SEPARATION AGREEMENT AND RELEASE

Release Agreement

SEPARATION AGREEMENT AND RELEASE | Document Parties: OUTDOOR CHANNEL HOLDINGS INC You are currently viewing:
This Release Agreement involves

OUTDOOR CHANNEL HOLDINGS INC

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Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: California     Date: 12/18/2007
Industry: Broadcasting and Cable TV     Sector: Services

SEPARATION AGREEMENT AND RELEASE, Parties: outdoor channel holdings inc
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Exhibit 10.1

 

SEPARATION AGREEMENT AND RELEASE

 

This Separation Agreement and Release (“Agreement”) is made by and between William A. Owen (“Employee”) and Outdoor Channel Holdings, 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 the following Stock Option Award Agreements (or similar agreements) granting Employee the option to purchase shares of common stock of the Company subject to the terms and conditions thereof (collectively the “Owen Option Agreements”):

 

November 13, 2003 (62,500 shares);

November 13, 2003 (subsequently approved by the Company’s shareholders on September 8, 2004) (437,500 shares); and

June 3, 2006 (10,000 shares);

 

WHEREAS, the Company and Employee have entered into the following Restricted Shares Award Agreements (or similar agreements) granting Employee shares of common stock of the Company subject to the terms and conditions thereof (collectively, and with the Owen Option Agreements, the “Owen Equity Agreements”):

 

June 3, 2006 (500 shares);

January 24, 2007 (30,000 shares); and

June 3, 2007 (5,000 shares);

 

WHEREAS the shares to be issued to Employee upon the exercise and/or vesting of the Owen Equity Agreements are currently registered with the United States Securities and Exchange Commission on Form S-8s and the Company agrees to use its reasonable efforts to maintain, or cause to be maintained, such registration statements;

 

WHEREAS, the Company and Employee have entered into an Indemnification Agreement dated on or about September 13, 2004 (the “Indemnification Agreement”);

 

WHEREAS, Employee will resign from employment with the Company effective at the close of business on December 14, 2007 (the “Separation Date”); 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 lump-sum of One Hundred Fifty Two Thousand Dollars ($152,000), less applicable withholding, on or about January 9, 2008 (the Company’s first normal payroll date in January 2008).

 

b.              Acceleration of Unvested Options .  The Company agrees to accelerate to December 14, 2007 the vesting date of (i) the remaining unvested 25,000 options granted to Employee under that certain Option Award Agreement dated November 13, 2003 (subsequently approved by the Company’s shareholders on September 8, 2004) and (ii) the remaining unvested 7,500 options granted to Employee under that certain Option Award Agreement dated June 3, 2006.

 

c.              Consulting .  Commencing on December 15, 2007, Employee shall make himself available to serve as a consultant to the Company through December 15, 2008, pursuant to the written consulting agreement (the “Consulting Agreement”) attached hereto as Exhibit A.

 

d.              COBRA .  The Company shall reimburse Employee for the payments Employee makes for COBRA coverage for a period of twelve (12) 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.

 

e.              Letter of Recommendation .  Upon request, the Company agrees to use its reasonable efforts to provide Employee with a letter of recommendation signed by a senior executive of the Company substantially in the form attached hereto as Exhibit B, for use by Employee in seeking employment.

 

f.               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 December 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 (including the $63,000 bonus for attaining certain previously established

 

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objectives in 2007), 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.

 

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;

 

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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 result of this Agreement; and

 

h.              any and all claims for attorneys’ fees and costs.

 

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not extend to any obligations incurred under this Agreement.  This







 
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