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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