**Exhibit 10.28****OUTDOOR CHANNEL HOLDINGS, INC.****CHANGE OF CONTROL SEVERANCE AGREEMENT**     This Change of Control Severance Agreement (the “Agreement”) is made and entered into by andbetween _________ (“Executive”) and Outdoor Channel Holdings, Inc. (the “Company”), effective asof _________ (the “Effective Date”).**RECITALS**     1. It is expected that the Company from time to time will consider the possibility of anacquisition by another company or other change of control. The Board of Directors of the Company(the “Board”) recognizes that such consideration can be a distraction to Executive and can causeExecutive to consider alternative employment opportunities. The Board has determined that it is inthe best interests of the Company and its stockholders to assure that the Company will have thecontinued dedication and objectivity of Executive, notwithstanding the possibility, threat oroccurrence of a Change of Control (as defined herein) of the Company.     2. The Board believes that it is in the best interests of the Company and its stockholders toprovide Executive with an incentive to continue his or her employment and to motivate Executive tomaximize the value of the Company upon a Change of Control for the benefit of its stockholders.     3. The Board believes that it is imperative to provide Executive with certain severancebenefits upon Executive’s termination of employment following a Change of Control. These benefitswill provide Executive with enhanced financial security and incentive and encouragement to remainwith the Company notwithstanding the possibility of a Change of Control.     4. Certain capitalized terms used in the Agreement are defined in Section 6 below.AGREEMENT     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties heretoagree as follows:     1. Term of Agreement. This Agreement will terminate upon the date that all of theobligations of the parties hereto with respect to this Agreement have been satisfied.     2. At-Will Employment. The Company and Executive acknowledge that Executive’semployment is and will continue to be at-will, as defined under applicable law. If Executive’semployment terminates for any reason, including (without limitation) any termination other than inconnection with a Change of Control as provided herein, Executive will not be entitled to anypayments, benefits, damages, awards or compensation other than as provided by this Agreement andthe payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursableexpenses.
 

 
     3. Severance Benefits.          (a) Involuntary Termination In Connection with a Change of Control. If in connectionwith a Change of Control, (i) Executive terminates his or her employment with the Company (or anyparent, subsidiary or successor of the Company) for “Good Reason” (as defined herein) or (ii) theCompany (or any parent, subsidiary or successor of the Company) terminates Executive’s employmentwithout “Cause” (as defined herein), and Executive signs and does not revoke the release of claimsrequired by Section 4, Executive will receive the following severance benefits from the Company:               (i) Severance Payment. Executive will receive continuing payments of severance pay(less applicable withholding taxes) for a period of twelve (12) months from the date of suchtermination (the “Severance Period”) at a rate equal to Executive’s base salary rate (as in effectimmediately prior to (A) the Change of Control, or (B) Executive’s termination, whichever isgreater).               (ii) Bonus Payment. Executive will receive a lump sum cash payment (less applicablewithholding taxes) in an amount equal to the sum of (A) an amount equal to the Executive’s fulltarget bonus for the year in effect at the date of such termination, and (B) an additional amountequal to the amount set forth in clause (a)(ii)(A), pro-rated to the date of termination, with suchpro-rated amount to be calculated by multiplying the amount set forth in clause (a)(ii)(A) by afraction with a numerator equal to the number of days between the start of the current year and thedate of termination and a denominator equal to 365.               (iii) Equity Awards. All of the Executive’s then outstanding awards relating to theCompany’s common stock (whether stock options, stock appreciation rights, shares of restrictedstock, restricted stock units, or otherwise (collectively, the “Equity Awards”)) will vest inaccordance with and otherwise remain subject to the terms and conditions of the applicable EquityAward agreement, provided, however, that if such agreement provides that such Equity Awards vestonly in a lump sum after a period of time, e.g. annual cliff-vesting, and do not otherwise providefor accelerated vesting based upon such Change of Control, then the vesting of such Equity Awardsshall accelerate so that Executive receives the pro-rata vesting (based on time elapsed for thevesting period in which the termination occurs) of such Equity Awards.               (iv) Benefits. The Company agrees to reimburse Executive for the same level of healthcoverage and benefits as in effect for Executive immediately prior to (A) the Change of Control, or(B) Executive’s termination, whichever is greater; provided, however, that (1) Executiveconstitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of the Internal RevenueCode of 1986, as amended (the “Code”); and (2) Executive elects continuation coverage pursuant tothe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the timeperiod prescribed pursuant to COBRA. The Company will continue to reimburse Executive forcontinuation coverage through the earlier of (A) the Severance Period, or (B) the date upon whichExecutive and Executive’s eligible dependents become covered under similar plans.
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Executive will thereafter be responsible for the payment of COBRA premiums (including, withoutlimitation, all administrative expenses) for the remaining COBRA period.          (b) Timing of Severance Payments. Unless otherwise required by Section 10, theCompany will pay the severance payments to which Executive is entitled as salary continuation onthe same basis and timing as in effect for other payroll payments immediately prior to the Changeof Control. The Company will pay the severance payments to which Executive is entitled as bonuspayments in a lump sum as soon as practicable following the date of termination. If Executiveshould die before all of the salary continuation severance amounts have been paid, such unpaidamounts will be paid in a lump-sum payment (less any withholding taxes) promptly following suchevent to Executive’s designated beneficiary, if living, or otherwise to the personal representativeof Executive’s estate.          (c) Voluntary Resignation; Termination For Cause. If Executive’s employment with theCompany terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause bythe Company, then Executive will not be entitled to receive severance or other benefits except forthose (if any) as may then be established under the Company’s then existing severance and benefitsplans and practices or pursuant to other written agreements with the Company, including, withoutlimitation, any equity award agreement.          (d) Disability; Death. If the Company terminates Executive’s employment as a resultof Executive’s Disability, or Executive’s employment terminates due to his or her death, thenExecutive will not be entitled to receive severance or other benefits except for those (if any) asmay then be established under the Company’s then existing written severance and benefits plans andpractices or pursuant to other written agreements with the Company, including, without limitation,any equity award agreement.          (e) Termination Apart from Change of Control. In the event Executive’s employment isterminated for any reason, other than as provided in paragraph 3(a), then Executive will beentitled to receive severance and any other benefits only as may then be established under theCompany’s existing written severance and benefits plans and practices or pursuant to other writtenagreements with the Company, including, without limitation, any equity award agreement.          (f) Exclusive Remedy. In the event of a termination of Executive’s employment asprovided in paragraph 3(a), the provisions of this Section 3 and any Equity Award Agreement areintended to be and are exclusive and in lieu of any other rights or remedies to which Executive orthe Company may otherwise be entitled, whether at law, tort or contract, in equity, or under thisAgreement (other than the payment of accrued but unpaid wages, as required by law, and anyunreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation orother payments or rights upon termination of employment as provided in paragraph 3(a) other thanthose benefits expressly set forth in this Section 3, except as may be provided in any Equity AwardAgreement.
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     4. Conditions to Receipt of Severance.          (a) Release of Claims Agreement. The receipt of any severance or other benefitspursuant to Section 3 will be subject to Executive signing and not revoking a release of claimsagreement in substantially the form attached as Exhibit A, but with any appropriatereasonable modifications, reflecting changes in applicable law, as is necessary to provide theCompany with the protection it would have if the release of claims were executed as of theEffective Date. No severance or other benefits will be paid or provided until the release ofclaims agreement becomes effective, and any severance amounts or benefits otherwise payable betweenthe date of Executive’s termination and the date such release becomes effective shall be paid onthe effective date of such release.          (b) Non-solicitation. The receipt of any severance or other benefits pursuant toSection 3 will be subject to Executive agreeing that during the Severance Period, Executive willnot solicit any employee of the Company (other than Executive’s personal assistant) for employmentother than at the Company.          (c) Non-disparagement. During the Severance Period, Executive will not knowingly andmaterially disparage, criticize, or otherwise make any derogatory statements regarding the Company.During the Severance Period, the Company will not knowingly and materially disparage, criticize,or otherwise make any derogatory statements regarding Executive. Notwithstanding the foregoing,nothing contained in this Agreement will be deemed to restrict Executive, the Company or any of theCompany’s current or former officers and/or directors from (1) providing information to anygovernmental or regulatory agency (or in any way limit the content of any such information) to theextent they are requested or required to provide such information pursuant to applicable law orregulation or (2) enforcing his or its rights pursuant to this Agreement.          (d) Other Requirements. Executive’s receipt of any payments or benefits under Section3 will be subject to Executive continuing to comply with the terms of any confidential informationagreement executed by Executive in favor of the Company and the provisions of this Section 4.          (e) No Duty to Mitigate. Executive will not be required to mitigate the amount of anypayment contemplated by this Agreement, nor will any earnings that Executive may receive from anyother source reduce any such payment.     5. Limitation on Payments. In the event that the severance and other benefitsprovided for in this Agreement or otherwise payable to Executive (i) constitute “parachutepayments” within the meaning of Section 280G of the Code) and (ii) but for this Section 5, would besubject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefitsunder Section 3 will be either:          (a) delivered in full, or
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          (b) delivered as to such lesser extent which would result in noportion of such severance benefits being subject to excise tax under Section4999 of the Code,whichever of the foregoing amounts, taking into account the applicable federal, state and localincome taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on anafter-tax basis, of the greatest amount of severance benefits, notwithstanding that all or someportion of such severance benefits may be taxable under Section 4999 of the Code. Unless theCompany and Executive otherwise agree in writing, any determination required under this Section 5will be made in writing by the Company’s independent public accountants immediately prior to aChange of Control (the “Accountants”), whose determination will be conclusive and binding uponExecutive and the Company for all purposes. For purposes of making the calculations required bythis Section 5, the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretations concerning the applicationof Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountantssuch information and documents as the Accountants may reasonably request in order to make adetermination under this Section. The Company will bear all costs the Accountants may incur inconnection with any calculations contemplated by this Section 5.     6. Definition of Terms. The following terms referred to in this Agreement will havethe following meanings:          (a) Cause. For purposes of this Agreement, “Cause” will mean:               (i) Executive’s willful and continued failure to substantially perform the duties andresponsibilities of his position (other than as a result of Executive’s illness or injury) afterthere has been delivered to Executive a written demand for performance from the Board whichdescribes the basis for the Board’s belief that Executive has not substantially performed hisduties, the duties not being performed, and provides Executive with thirty (30) days to takecorrective action;               (ii) Any material act of personal dishonesty taken by Executive in connection with hisresponsibilities as an employee of the Company with the intention that such action may result inthe substantial personal enrichment of Executive;               (iii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Boardreasonably believes has had or will have a material detrimental effect on the Company’s reputationor business;               (iv) A willful breach of any fiduciary duty owed to the Company by Executive that has amaterial detrimental effect on the Company’s reputation or business;               (v) Executive being found liable in any Securities and Exchange Commission or other civil orcriminal securities law action (regardless of whether or not Executive admits or denies liability),which the Board determines, in its reasonable discretion, will have a material detrimental effecton the Company’s reputation or business;
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               (vi) Executive entering any cease and desist order with respect to any action which orderwould bar Executive from service as an executive officer or member of a board of directors of anypublicly-traded company (regardless of whether or not Executive admits or denies liability);               (vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C)failing to materially cooperate with, any investigation authorized by the Board or any governmentalor self-regulatory organization (an “Investigation”). However, Executive’s failure to waiveattorney-client privilege relating to communications with Executive’s own attorney in connectionwith an Investigation, or Executive’s assertion of the Company’s attorney-client privilege at thedirection of the Company, will not constitute “Cause”; or               (viii) Executive’s disqualification or bar by any governmental or self-regulatory organizationfrom serving in the capacity contemplated by this Agreement, if (A) the disqualification or barcontinues for more than thirty (30) days, and (B) during that period the Company uses itscommercially reasonable efforts to cause the disqualification or bar to be lifted. While anydisqualification or bar continues during Executive’s employment, Executive will serve in thecapacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’semployment is not permissible, Executive will be placed on administrative leave (which will be paidto the extent legally permissible).Other than for a termination pursuant to Section 6(a)(iii), Executive shall receive notice and anopportunity to be heard before the Board with Executive’s own attorney before any termination forCause is deemed effective. Notwithstanding anything to the contrary, the Board may immediatelyplace Executive on administrative leave (with full pay and benefits to the extent legallypermissible) and suspend all access to Company information, employees and business should Executivewish to avail himself of his opportunity to be heard before the Board prior to the Board’stermination for Cause. If Executive avails himself of his opportunity to be heard before theBoard, and then fails to make himself available to the Board within five (5) business days of suchrequest to be heard, the Board may thereafter cancel the administrative leave and terminateExecutive for Cause.          (b) Change of Control. For purposes of this Agreement, “Change of Control” will havethe same meaning as “Change in Control” is defined in the Company’s 2004 Long-Term Incentive Plan,as amended.          (c) Disability. For purposes of this Agreement, “Disability” shall have the samemeaning as that term is defined in the Company’s 2004 Long-Term Incentive Plan, as amended.Notwithstanding the foregoing however, should the Company maintain a long-term disability plan atany time during the term of Executive’s employment, a determination of disability under such planshall also be considered a “Disability” for purposes of this Agreement.          (d) Good Reason. For purposes of this Agreement, “Good Reason” means the occurrenceof any of the following, without Executive’s express written consent:
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               (i) A significant reduction of Executive’s responsibilities; including a reduction inresponsibilities by virtue of the Company being acquired and made part of another entity (as, forexample, when the chief executive officer of the Company remains as the senior executive officer ofa division or subsidiary of the acquiror which division or subsidiary either contains substantiallyall of the Company’s business or is of a comparable size), or a change in the Executive’s reportingposition such that Executive no longer reports directly to the chief operating officer of apublicly-traded company (unless Executive is reporting to the chief operating officer of the parentcorporation in a group of controlled corporations, none of which is a publicly-traded company);               (ii) A material reduction in the aggregate compensation paid to Executive pursuant to theCompany’s employee benefits package (including Executive’s participation in health plans,retirement plans and other significant benefit programs) other than pursuant to a reduction thatalso is applied to substantially all other executive officers of the Company and that reduces thelevel of the aggregate value of the employee benefits by a percentage reduction that is no greaterthan 10%;               (iii) A material reduction in Executive’s base salary or target annual incentive as in effectimmediately prior to such reduction (other than pursuant to a reduction that also is applied tosubstantially all other executive officers of the Company and which reduction reduces the basesalary and/or target annual incentive by a percentage reduction that is no greater than 10%);               (iv) The relocation of Executive to a facility or location more than fifty (50) miles from hisprimary place of employment;               (v) Any purported termination of the Executive’s employment for “Cause” without firstsatisfying the procedural protections, as applicable, required by the definition of “Cause” in thisAgreement; or               (vi) The failure of the Company to obtain the assumption of this Agreement by a successorand/or acquiror and an agreement that Executive will retain the substantially similarresponsibilities in the acquiror or the merged or surviving company as he had prior to thetransaction.The notification and placement of Executive on administrative leave pending a potentialdetermination by the Board that Executive may be terminated for Cause shall not constitute GoodReason for purposes of this Agreement.Executive will not resign for Good Reason in connection with a Change of Control without firstproviding the Company with written notice (as required by Section 8(b) below) within ninety (90)days of the event that Executive believes constitutes “Good Reason” specifically identifying theacts or omissions constituting the grounds for Good Reason and a reasonable cure period of not lessthan thirty (30) days following the date of such notice.
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          (e) In connection with a Change of Control. For purposes of this Agreement, “inconnection with a Change of Control” means during that period either three (3) months prior to ortwelve (12) months after a Change of Control, as applicable.          (f) Section 409A Limit. For purposes of this Agreement, “Section 409A Limit” willmean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annualrate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxableyear of Executive’s termination of employment as determined under, and with such adjustments as areset forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Serviceguidance issued with respect thereto; or (ii) the maximum amount that may be taken into accountunder a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’semployment is terminated.     7. Successors.          (a) The Company’s Successors. Any successor to the Company (whether direct orindirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all orsubstantially all of the Company’s business and/or assets will assume the obligations under thisAgreement and agree expressly to perform the obligations under this Agreement in the same mannerand to the same extent as the Company would be required to perform such obligations in the absenceof a succession. For all purposes under this Agreement, the term “Company” will include anysuccessor to the Company’s business and/or assets which executes and delivers the assumptionagreement described in this Section 7(a) or which becomes bound by the terms of this Agreement byoperation of law.          (b) Executive’s Successors. The terms of this Agreement and all rights of Executivehereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees.     8. Notice.          (a) General. Notices and all other communications contemplated by this Agreement willbe in writing and will be deemed to have been duly given when personally delivered or when mailedby U.S. registered or certified mail, return receipt requested and postage prepaid. In the case ofExecutive, mailed notices will be addressed to him or her at the home address which he or she mostrecently communicated to the Company in writing. In the case of the Company, mailed notices willbe addressed to its corporate headquarters, and all notices will be directed to the attention ofits President.          (b) Notice of Termination. Any termination by the Company for Cause or by Executivefor Good Reason will be communicated by a notice of termination to the other party hereto given inaccordance with Sections 6(e) and 8(a) of this Agreement. Such notice will indicate the specifictermination provision in this Agreement relied upon, will set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination under the provision so indicated, andwill specify the termination date (which, in a notice given under the last paragraph of
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Section 6(e), must be a date at least thirty (30) days after the date of such notice). Thefailure by Executive to include in the notice any fact or circumstance which contributes to ashowing of Good Reason will not waive any right of Executive hereunder or preclude Executive fromasserting such fact or circumstance in enforcing his or her rights hereunder.
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     9. Arbitration. THE COMPANY AND THE EXECUTIVE EACH AGREE THAT ANY AND ALL DISPUTESARISING OUT OF THE TERMS OF THIS AGREEMENT, EXECUTIVE’S EMPLOYMENT BY THE COMPANY, EXECUTIVE’SSERVICE AS AN OFFICER OR DIRECTOR OF THE COMPANY, OR EXECUTIVE’S COMPENSATION AND BENEFITS, THEIRINTERPRETATION AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATIONUNDER THE ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH1294.2, INCLUDING SECTION 1281.8 (THE “**ACT**”), AND PURSUANT TO CALIFORNIA LAW. DISPUTES THAT THECOMPANY AND THE EXECUTIVE AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BYJURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITEDTO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT,THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIREMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THECALIFORNIA LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANYSTATUTORY OR COMMON LAW CLAIMS. THE COMPANY AND THE EXECUTIVE FURTHER UNDERSTAND THAT THISAGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH THE EXECUTIVE.          *(a) Procedure*. THE COMPANY AND THE EXECUTIVE AGREE THAT ANY ARBITRATION WILL BE ADMINISTEREDBY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“**JAMS**”), PURSUANT TO ITS EMPLOYMENT ARBITRATIONRULES & PROCEDURES (THE “**JAMS RULES**”). THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONSBROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/ORADJUDICATION, MOTIONS TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS CERTIFICATION, PRIOR TO ANYARBITRATION HEARING. THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDERAPPLICABLE LAW, AND THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY,EXCEPT AS PROHIBITED BY LAW. THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGEDBY THE ARBITRATOR OR JAMS EXCEPT THAT THE EXECUTIVE SHALL PAY ANY FILING FEES ASSOCIATED WITH ANYARBITRATION THAT THE EXECUTIVE INITIATES, BUT ONLY SO MUCH OF THE FILING FEES AS THE EXECUTIVEWOULD HAVE INSTEAD PAID HAD HE FILED A COMPLAINT IN A COURT OF LAW. THE ARBITRATOR SHALLADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIACODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAWTO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT THEJAMS RULES CONFLICT
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WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATORSHALL BE IN WRITING. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN RIVERSIDE COUNTY,CALIFORNIA.          *(b) Remedy*. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE,EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE EXECUTIVE AND THE COMPANY. ACCORDINGLY,EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER THE EXECUTIVE NOR THE COMPANY WILL BEPERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.          *(c) Administrative Relief*. THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT HIMFROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY ORGOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT,INCLUDING, BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENTOPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD.THIS AGREEMENT DOES, HOWEVER, PRECLUDE THE EXECUTIVE FROM PURSUING COURT ACTION REGARDING ANY SUCHCLAIM, EXCEPT AS PERMITTED BY LAW.          *(d) Voluntary Nature of Agreement*. EACH OF THE COMPANY AND THE EXECUTIVE ACKNOWLEDGES ANDAGREES THAT SUCH PARTY IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUEINFLUENCE BY ANYONE. THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ THISAGREEMENT AND HAS ASKED ANY QUESTIONS NEEDED FOR HIM TO UNDERSTAND THE TERMS, CONSEQUENCES, ANDBINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT ***THE EXECUTIVE IS WAIVINGHIS RIGHT TO A JURY TRIAL***. FINALLY, THE EXECUTIVE AGREES THAT HE HAS BEEN PROVIDED AN OPPORTUNITYTO SEEK THE ADVICE OF AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.     10. Code Section 409A. Notwithstanding anything to the contrary in this Agreement, ifExecutive is a “specified employee” within the meaning of Section 409A of the Code and any finalregulations and guidance promulgated thereunder (collectively “Section 409A”) at the time ofExecutive’s termination, and the severance payable to Executive, if any, pursuant to thisAgreement, when considered together with any other severance payments or separation benefits may beconsidered deferred compensation under Section 409A (together, the “Deferred CompensationSeparation Benefits”), then only that portion of the Deferred Compensation Separation Benefitswhich do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6)months following Executive’s termination of employment in accordance with the payment scheduleapplicable to each payment or benefit. Any portion of the Deferred Compensation SeparationBenefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6)
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month period following Executive’s termination will accrue during such six (6) month periodand will become payable in a lump sum payment on the date six (6) months and one (1) day followingthe date of Executive’s termination of employment. All subsequent Deferred Compensation SeparationBenefits, if any, will be payable in accordance with the payment schedule applicable to eachpayment or benefit. It is the intent of this Agreement to comply with the requirements of Section409A so that none of the severance payments and benefits to be provided hereunder will be subjectto the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted toso comply.     11. Miscellaneous Provisions.          (a) Waiver. No provision of this Agreement will be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by Executive and bythe President of the Company. No waiver by either party of any breach of, or of compliance with,any condition or provision of this Agreement by the other party will be considered a waiver of anyother condition or provision or of the same condition or provision at another time.          (b) Headings. All captions and section headings used in this Agreement are forconvenient reference only and do not form a part of this Agreement.          (c) Choice of Law. The validity, interpretation, construction and performance of thisAgreement will be governed by the laws of the State of California (with the exception of itsconflict of laws provisions).          (d) Integration. This Agreement represents the entire agreement and understandingbetween the parties as to the subject matter herein and supersedes all prior or contemporaneousagreements whether written or oral. No waiver, alteration, or modification of any of theprovisions of this Agreement will be binding unless in a writing and signed by duly authorizedrepresentatives of the parties hereto. In entering into this Agreement, no party has relied on ormade any representation, warranty, inducement, promise, or understanding that is not in thisAgreement. To the extent that any provisions of this Agreement conflict with those of any otheragreement between the Executive and the Company, the terms in this Agreement will prevail.          (e) Severability. In the event that any provision or any portion of any provisionhereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, orvoid, this Agreement will continue in full force and effect without said provision or portion ofprovision. The remainder of this Agreement shall be interpreted so as best to effect the intent ofthe Company and Executive.          (f) Withholding. All payments made pursuant to this Agreement will be subject towithholding of applicable income and employment taxes.          (g) Counterparts. This Agreement may be executed in counterparts, each of which willbe deemed an original, but all of which together will constitute one and the same instrument.
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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year set forth below.      COMPANY OUTDOOR CHANNEL HOLDINGS, INC.