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 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.


 


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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 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.


 


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.


 


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, dates
of employment and abide by Section 1(e) above if so requested.  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.


 


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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 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 


 


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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 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 Owen Equity Agreements the Consulting Agreement
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.


 


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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, 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.


 


 


	
   

  	
   

  	
  WILLIAM A. OWEN, an individual

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:  12/14/07

  	
   

  	
       /s/
  William A. Owen

  
	
   

  	
   

  	
  William A. Owen

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUTDOOR CHANNEL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:  12/14/07

  	
   

  	
  By

  	
       /s/ Perry T. Massie

  
	
   

  	
   

  	
   

  	
  Perry T. Massie

  
	
   

  	
   

  	
   

  	
  Chairman of the Board

  



 


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Approved
as to Form:


 


	
  Dated:  12/14/07

  	
   

  	
   

  	
  By:

  	
      /s/ Curt C. Barwick

  
	
   

  	
   

  	
   

  	
  Curt C. Barwick, Esq.

  
	
   

  	
   

  	
   

  	
  McConnell, Dunning & Barwick LLP

  
	
   

  	
   

  	
   

  	
  Counsel for William A. Owen

  



 


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