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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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 release does not release claims that cannot be released as a matter
of law, including, but not limited to, claims under Division 3, Article 2 of
the California Labor Code (which includes California Labor Code section 2802
regarding indemnity for necessary expenditures or losses by employee) and
claims prohibited from release as set forth in California Labor Code section
206.5 (specifically “any claim or right on account of wages due, or to become
due, or made as an advance on wages to be earned, unless payment of such wages
has been made”).


5.             Acknowledgment of
Waiver of Claims under ADEA. 
Employee acknowledges that he is waiving and releasing any rights he may
have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that
this waiver and release is knowing and voluntary.  Employee agrees that this waiver and release
does not apply to any rights or claims that may arise under the ADEA after the
Effective Date of this Agreement. 
Employee acknowledges that the consideration given for this waiver and
release is in addition to anything of value to which Employee was already
entitled.  Employee further acknowledges
that he has been advised by this writing that: (a) he should consult with an
attorney prior to executing this Agreement; (b) he has twenty-one (21)
days within which to consider this Agreement; (c) he has seven (7) days
following his execution of this Agreement to revoke this Agreement; (d) this
Agreement shall not be effective until after the revocation period has expired;
and (e) nothing in this Agreement prevents or precludes Employee from
challenging or seeking a determination in good faith of the validity of this
waiver under the ADEA, nor does it impose any condition precedent, penalties,
or costs for doing so, unless specifically authorized by federal law.  In the event Employee signs this Agreement
and returns it to the Company in less than the 21-day period identified above,
Employee hereby acknowledges that he has freely and voluntarily chosen to waive
the time period allotted for considering this Agreement.


6.             California Civil
Code Section 1542.  Employee
acknowledges that he has been advised to consult with legal counsel and is
familiar with the provisions of California Civil Code Section 1542, a
statute that otherwise prohibits unknown claims, which provides as follows:


A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


Employee, being
aware of said code section, agrees to expressly waive any rights he may have
thereunder, as well as under any other statute or common law principles of
similar effect.


7.             No Pending or
Future Lawsuits.  Employee represents
that he has no lawsuits, claims, or actions pending in his name, or on behalf
of any other person or entity, against the 



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Company or any of the
other Releasees.  Employee also
represents that he does not intend to bring any claims on his own behalf or on
behalf of any other person or entity against the Company or any of the other
Releasees.


8.             Application for
Employment.  Employee understands and
agrees that, as a condition of this Agreement, Employee shall not be entitled
to any employment with the Company, and Employee hereby waives any right, or
alleged right, of employment or re-employment with the Company.  Employee further agrees not to apply for
employment with the Company.


9.             Trade Secrets and
Confidential Information/Company Property. 
Employee agrees that he/she will not disclose the Company’s trade
secrets and confidential and proprietary information.  Employee’s signature below constitutes
his/her certification under penalty of perjury that he/she has returned all
documents and other items provided to Employee by the Company, developed or
obtained by Employee in connection with his/her employment with the Company, or
otherwise belonging to the Company, including the laptop computer, personal digital
assistant, and Blackberry device provided to Employee by the Company.


10.           No Cooperation.  Employee agrees not to act in any manner that
might damage the business of the Company. 
Employee further agrees that he will not knowingly encourage, counsel,
or assist any attorneys or their clients in the presentation or prosecution of
any disputes, differences, grievances, claims, charges, or complaints by any
third party against any of the Releasees, unless under a subpoena or other
court order to do so.  Employee agrees
both to immediately notify the Company upon receipt of any such subpoena or
court order, and to furnish, within three (3) business days of its receipt, a
copy of such subpoena or other court order. 
Employee further agrees that he will not knowingly counsel or assist any
attorneys or their clients in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints by any third party
against the Company or any of the Releasees, unless under a subpoena or other
court order to do so or as related directly to the ADEA waiver in this
Agreement.


11.           Mutual
Non-Disparagement.  Employee agrees
to refrain from any disparagement, defamation, libel, or slander of any of the
Releasees, and agrees to refrain from any tortious interference with the
contracts and relationships of any of the Releasees.  The Company also agrees to refrain from any
disparaging statements about Employee. 
Employee understands that the Company’s obligations under this section
extend only to the Company’s current executive officers and members of its
Board of Directors and only for so long as each officer or member is an
employee or Director of the Company. 
Employee shall direct any inquiries by potential future employers to the
Company’s human resources department, which shall use its best efforts to
provide only the Employee’s last position and dates of employment.  The Parties further agree that the Company
will include in an upcoming Form 8-K a mutually acceptable provision regarding
Employee’s separation from the Company and his consulting agreement with the
Company.


12.           Breach.  Employee acknowledges and agrees that any
material breach of this Agreement, unless such breach constitutes a legal
action by Employee challenging or seeking a determination in good faith of the
validity of the waiver herein under the ADEA, shall entitle the Company
immediately to cease providing the consideration provided to Employee under
this Agreement, except as provided by law. 
Except as provided by law, Employee shall also be responsible to the
Company for all costs, attorneys’ fees, and any and all damages incurred by the




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Company in
(a) enforcing Employee’s obligations under this Agreement, including the
bringing of any action to recover the consideration, and (b) defending
against a claim or suit brought or pursued by Employee in violation of the
terms of this Agreement.


13.           No Admission of
Liability.  Employee understands and
acknowledges that this Agreement constitutes a compromise and settlement of any
and all actual or potential disputed claims. 
No action taken by the Company hereto, either previously or in
connection with this Agreement, shall be deemed or construed to be (a) an
admission of the truth or falsity of any potential claims or (b) an
acknowledgment or admission by the Company of any fault or liability whatsoever
to Employee or to any third party.


14.           Costs.  Except as provided in section 1 above, the
Parties shall each bear their own costs, attorneys’ fees, and other fees
incurred in connection with the preparation of this Agreement.


15.           ARBITRATION.  THE PARTIES AGREE THAT ANY AND ALL DISPUTES
ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF
THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN DIEGO
COUNTY, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES &
PROCEDURES (“JAMS RULES”).  THE
ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE
ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE
OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
JURISDICTION.  TO THE EXTENT THAT THE
JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE.  THE ARBITRATOR MAY GRANT INJUNCTIONS AND
OTHER RELIEF IN SUCH DISPUTES.  THE
DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE
PARTIES TO THE ARBITRATION.  THE PARTIES
AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO
INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
ARBITRATION AWARD.  THE ARBITRATOR SHALL
AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED
BY LAW.  THE PARTIES HEREBY AGREE TO
WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW
BY A JUDGE OR JURY.  NOTWITHSTANDING THE
FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE
RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER
THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT
AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE.


16.           Tax Consequences.  The Company makes no representations or
warranties with respect to the tax consequences of the payments provided to
Employee or made on his behalf under the terms of this Agreement.  Employee agrees and understands that he is
responsible for payment, if any, of local, state, and/or federal taxes on the
payments made hereunder by the Company and any penalties or assessments
thereon.  Employee further agrees to
indemnify and hold the Company harmless from any claims, demands, deficiencies,
penalties, interest, assessments, executions, judgments, or recoveries by any
government agency against the Company for any amounts claimed due on account of
(a) Employee’s failure to pay, or Employee’s delayed payment of, federal or
state 



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taxes, or (b) damages
sustained by the Company by reason of any such claims, including attorneys’
fees and costs.


17.           Authority.  The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and to bind the
Company and all who may claim through it to the terms and conditions of this
Agreement.  Employee represents and
warrants that he has the capacity to act on his own behalf and on behalf of all
who might claim through him to bind them to the terms and conditions of this
Agreement.  Each Party warrants and
represents that there are no liens or claims of lien or assignments in law or
equity or otherwise of or against any of the claims or causes of action
released herein.


18.           No Representations.  Employee represents that he has had an
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Employee has not relied upon any
representations or statements made by the Company that are not specifically set
forth in this Agreement.


19.           Severability.  In the event that any provision or any
portion of any provision hereof becomes or is declared by a court of competent
jurisdiction or arbitrator to be illegal, unenforceable, or void, this
Agreement shall continue in full force and effect without said provision or
portion of provision.


20.           Attorneys’ Fees.  Except with regard to a legal action
challenging or seeking a determination in good faith of the validity of the
waiver herein under the ADEA, in the event that either Party brings an action
to enforce or effect its rights under this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including the costs of
mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees
incurred in connection with such an action.


21.           Entire Agreement.  This Agreement represents the entire
agreement and understanding between the Company and Employee concerning the
subject matter of this Agreement and Employee’s employment with and separation
from the Company and the events leading thereto and associated therewith, and
supersedes and replaces any and all prior agreements and understandings
concerning the subject matter of this Agreement and Employee’s relationship
with the Company, with the exception of
the Stock Agreements and the Indemnification Agreement.  The Parties agree that this Agreement shall
survive a material change in ownership or control of the Company.


22.           No Oral Modification.  This Agreement may only be amended in a
writing signed by Employee and the Company’s President.


23.           Governing Law.  This Agreement shall be governed by the laws
of the State of California, without regard for choice-of-law provisions.


24.           Effective Date.  This Agreement will become effective after
the Parties have signed this Agreement and after seven (7) days have passed
since Employee signed the Agreement, assuming it is not revoked by Employee before
that date (the “Effective Date”).


25.           Counterparts.  This Agreement may be executed in
counterparts and by facsimile, 



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and each
counterpart and facsimile shall have the same force and effect as an original
and shall constitute an effective, binding agreement on the part of each of the
undersigned.


26.           Voluntary Execution
of Agreement.  Employee understands
and agrees that he executed this Agreement voluntarily, without any duress or
undue influence on the part or behalf of the Company or any third party.  Employee acknowledges that:


(a)           he has read this
Agreement;


(b)                                 he
has been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of his own choice or has elected not to retain legal
counsel;


(c)                                  he
understands the terms and consequences of this Agreement and of the releases it
contains; and


(d)           he
is fully aware of the legal and binding effect of this Agreement.


IN WITNESS
WHEREOF, the Parties have executed this Agreement on the respective dates set
forth below.


	
  

  	
   

  	
   

  	
  ANDREW J. DALE, an individual

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
  12/21/06

  	
   

  	
  /s/  Andrew J. Dale

  
	
   

  	
   

  	
   

  	
  Andrew J. Dale

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE OUTDOOR CHANNEL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
  12/21/06

  	
   

  	
  By 

  	
  /s/ Perry Massie

  
	
   

  	
   

  	
   

  	
  Perry Massie

  	
   

  
	
   

  	
   

  	
   

  	
  Co-President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved as to Form:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
  12/21/06

  	
   

  	
  By:

  	
  /s/ Robert M. Caietti

  
	
   

  	
   

  	
   

  	
  Robert M. Caietti

  	
   

  
	
   

  	
   

  	
   

  	
  WALTERS & CAIETTI A.P.C.

  	
   

  
	
   

  	
   

  	
   

  	
  Counsel for Andrew J. Dale

  	
   

  
							



 



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