Exhibit
10.2


 


CONSULTING
AGREEMENT


 


This Consulting Agreement
(“Agreement”) is made and entered into as of the fifteenth (15th) day of December 2007
by and between Outdoor Channel Holdings, Inc. (the “Company”) and William
A. Owen (“Consultant”) (collectively referred to as the “Parties” or
individually referred to as a “Party”).


 


WHEREAS, the Company
desires to retain Consultant as an independent contractor to perform consulting
services for the Company and Consultant is willing to perform such services, on
terms set forth more fully below;


 


WHEREAS, Consultant’s
performance of consulting services for the Company will allow Consultant to
continue vesting in the Owen Equity Agreements (as defined in the Separation
Agreement and Release between the Company and Consultant dated on or about December 14,
2007); and


 


WHEREAS, even if
Consultant makes a concerted effort to respect his continuing obligations to
protect the confidentiality of the Company’s trade secrets and proprietary
information, it simply will not be possible for him to perform any consulting
or job responsibilities at the Company’s Competitors, as defined herein, and
protect the confidentiality of the Company’s trade secrets and proprietary
information;


 


NOW THEREFORE, in
consideration of the mutual promises contained herein, the parties agree as
follows:


 


1.     SERVICES AND COMPENSATION


 


(a)   Consultant agrees to make himself available for up to
a maximum of 4 days per month to perform such assignments as may reasonably be
assigned by the Company (the “Services”). 
Company agrees to provide Consultant with two (2) business days’
notice for performing any Services requiring air travel and one (1) business
day’s notice for performing any other Services.


 


(b)   As partial consideration for the Services, the Company
agrees to pay Consultant a lump-sum of Forty-Eight Thousand Dollars ($48,000) on
or before March 15, 2008 (“Consulting Fees”).  As additional consideration, the Company shall
accelerate the vesting of the second traunch of 10,000 shares of common stock
under that certain Restricted Shares Award Agreement dated January 24,
2007 so that such shares vest on December 15, 2008 (instead of January 24,
2009) provided that Consultant has provided the Services as requested by the
Company until such date.


 


(c)   Except for travel between Consultant’s home and the
Company’s Temecula office, the Company further agrees to reimburse the
reasonable travel expenses incurred by Consultant in performing the Services.


 


2.     CONFIDENTIALITY


 


(a)   Definition.  “Confidential
Information” means any Company proprietary information, technical data, trade
secrets or know-how, including, but not limited to, research, 


 





















 


product plans, products, services, customers, customer
lists, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, finances, or other business information disclosed by the Company
either directly or indirectly in writing, orally, or by drawings or inspection
of parts or equipment.


 


(b)   Non-Use and Non-Disclosure. 
Consultant will not, during or subsequent to the term of this Agreement,
use the Company’s Confidential Information for any purpose whatsoever other
than the performance of the Services on behalf of the Company or disclose the
Company’s Confidential Information to any third party.  It is understood that said Confidential
Information shall remain the sole property of the Company.  Consultant further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such
Confidential Information including, but not limited to, having each employee of
Consultant, if any, with access to any Confidential Information, execute a
nondisclosure agreement containing provisions in the Company’s favor identical
to Sections 2, 3, and 4 of this Agreement. 
Confidential Information does not include information which (i) is
known to Consultant at the time of disclosure to Consultant by the Company as
evidenced by written records of Consultant, (ii) has become publicly known
and made generally available through no wrongful act of Consultant, or (iii) has
been rightfully received by Consultant from a third party who is authorized to
make such disclosure.


 


(c)   Former Employer’s Confidential Information. 
Consultant agrees that Consultant will not, during the term of this
Agreement, improperly use or disclose any proprietary information or trade
secrets of any former or current employer or other person or entity with which
Consultant has an agreement or duty to keep in confidence information acquired
by Consultant, if any, and that Consultant will not bring onto the premises of
the Company any unpublished document or proprietary information belonging to
such employer, person, or entity unless consented to in writing by such
employer, person, or entity.  Consultant
will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages, and expenses, including reasonable attorneys’ fees and
costs of suit, arising out of or in connection with any violation or claimed
violation of a third party’s rights resulting in whole or in part from the
Company’s use of the work product of Consultant under this Agreement.


 


(d)   Third Party Confidential Information. 
Consultant recognizes that the Company has received and in the future
will receive from third parties their confidential or proprietary information
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  Consultant agrees that Consultant owes the
Company and such third parties, during the term of this Agreement and
thereafter, a duty to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm, or
corporation or to use it except as necessary in carrying out the Services for
the Company consistent with the Company’s agreement with such third party.


 


(e)   Return of Materials.  Upon the
termination of this Agreement, or upon Company’s earlier request, Consultant
will deliver to the Company all of the Company’s property or Confidential
Information that Consultant may have in Consultant’s possession or control.


 


3.     OWNERSHIP


 


(a)   Assignment.  Consultant
agrees that all copyrightable material, notes, records, drawings, designs,
inventions, improvements, developments, discoveries, and trade secrets 


 


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conceived, made,
or discovered by Consultant, solely or in collaboration with the Company,
during the period of this Agreement, which relate in any manner to the business
of the Company that Consultant may be directed to undertake, investigate, or
experiment with, or which Consultant may become associated with in work,
investigation, or experimentation in the line of business of Company while performing
the Services hereunder (collectively, “Inventions”), are the sole property of
the Company.  Consultant further agrees
to assign (or cause to be assigned) and does hereby assign fully to the Company
all Inventions and any copyrights, patents, or other intellectual property
rights relating thereto.


 


(b)   Further Assurances.  Consultant
agrees to assist Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in the Inventions and any copyrights,
patents, or other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company of all pertinent information
and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, and all other instruments which the Company shall deem
necessary in order to apply for and obtain such rights and in order to assign
and convey to the Company, its successors, assigns, and nominees the sole and
exclusive right, title, and interest in and to such Inventions, and any
copyrights, patents, or other intellectual property rights relating
thereto.  Consultant further agrees that
Consultant’s obligation to execute or cause to be executed, when it is in
Consultant’s power to do so, any such instrument or papers shall continue after
the termination of this Agreement.


 


(c)   Pre-Existing Materials.  Consultant
agrees that if in the course of performing the Services, Consultant
incorporates into any Invention developed hereunder any invention, improvement,
development, concept, discovery, or other proprietary information owned by
Consultant or in which Consultant has an interest, (i) Consultant shall
inform Company, in writing before incorporating such invention, improvement,
development, concept, discovery, or other proprietary information into any
Invention; and (ii) the Company is hereby granted and shall have a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make,
have made, modify, use, and sell such item as part of or in connection with
such Invention.  Consultant shall not
incorporate any invention, improvement, development, concept, discovery, or
other proprietary information owned by any third party into any Invention
without Company’s prior written permission.


 


(d)   Attorney in Fact.  Consultant
agrees that if the Company is unable because of Consultant’s unavailability,
dissolution, mental or physical incapacity, or for any other reason, to secure
Consultant’s signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering the Inventions
assigned to the Company above, then Consultant hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as
Consultant’s agent and attorney in fact, to act for and in Consultant’s behalf
and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of patents and
copyright registrations thereon with the same legal force and effect as if
executed by Consultant.


 


4.     CONFLICTING OBLIGATIONS


 


Consultant certifies that Consultant has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Consultant from complying
with the provisions hereof, and further certifies that Consultant will not
enter into any 


 


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such
conflicting agreement during the term of this Agreement.  Further, Consultant acknowledges that he is
subject to and will abide by the insider trading policy of Outdoor Channel
Holdings, Inc. regarding blackout periods for trading securities,
including the normal blackout periods and any additional blackout periods implemented
by Outdoor Channel Holdings, Inc.


 


5.     TERM AND TERMINATION


 


(a)   Term.  This
Agreement will commence on the date first written above and will terminate on December 15,
2008, unless it is terminated before that time as provided below (the “Consulting
Term”).


 


(b)   Termination of Services.


 


(i)    Voluntary Termination. Consultant
shall have the right to terminate Services under this Agreement at any time for
any reason (or no reason), with or without cause, upon written notice thereof
to the Company. If Consultant terminates the Services pursuant to the foregoing
sentence, then the Company shall pay to Consultant or Consultant’s designee all
remaining unpaid Consulting Fees that would have been paid to Consultant had Consultant’s
Services continued uninterrupted through December 15, 2008 within ten (10) days
after such termination, if not previously paid.  All other vesting of shares of common stock
pursuant to the Owen Equity Agreements would cease as of such termination
(including that Restricted Shares Award Agreement dated January 24, 2007 that
was amended to vest 10,000 shares on Dec 15, 2008 only if Service continues
until then).


 


(ii)   Termination
for Death or Disability. The Consulting Term shall terminate effective upon
the date of Consultant’s death or Complete Disability (defined below). If the Consulting
Term shall be terminated by Consultant’s death or Complete Disability, the
Company shall pay to Consultant, Consultant’s designee, and/or Consultant’s
heirs all remaining unpaid Consulting Fees that would have been paid to Consultant
had Consultant’s Services continued uninterrupted through December 15,
2008 within ten (10) days after such termination. “Complete Disability”
shall mean Consultant’s inability to perform the Services because Consultant
have become permanently disabled by reason of any incapacity, physical or
mental, that prevents Consultant from satisfactorily performing the Services
for the Company for a period of at least ninety (90) days during any 12 month
period (whether or not consecutive).


 


(iii)  Involuntary Termination by the Company. The
Company shall be entitled to terminate Consultant’s Services under this
Agreement upon Consultant’s material breach of any material provision of this
Agreement.


 


(c)   Survival.  Upon such
termination, all rights and duties of the parties toward each other shall cease
except Sections 2 (Confidentiality), 3 (Ownership), 8 (Independent
Contractor), and 9 (Benefits) shall survive termination of this Agreement.


 


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6.     DUTY OF LOYALTY AND CONFIDENTIALITY


 


(a)   Given Consultant’s detailed access to and knowledge of
the Company’s Confidential Information, Consultant acknowledges and agrees that
Consultant cannot work as an employee or consultant at any of the following of
the Company’s competitors in the cable television industry:  the Sportsman Channel, Versus (formally known
as Outdoor Life Network), Country Adventure Network, The Pursuit Channel, Maximum
Adventure Network (the “Company’s Competitors”).  Consultant acknowledges and agrees that, even
if Consultant makes a concerted effort to respect his continuing obligations to
protect the confidentiality of the Company’s Confidential Information, it
simply will not be possible for him to simultaneously: (i) perform any
consulting or job responsibilities at any of the Company’s Competitors and (ii) protect
the confidentiality of the Company’s Confidential Information.  The Company’s Confidential Information would
inevitably be disclosed in the performance of Consultant’s consulting or job
duties at any of the Company’s Competitors to the severe detriment of the
Company.  Accordingly, as consideration
for the Consulting Agreement, Consultant agrees that during the Consulting
Term, Consultant shall not become an employee or consultant to any of the
Company’s Competitors.


 


(b)   Given Consultant’s detailed access to and knowledge of
the Company’s Confidential Information, and
as further consideration for the
Consulting Agreement, Consultant agrees that, during the Consulting Term, he
shall not either directly or indirectly, solicit, call upon, or encourage any
of the Company’s customers to do business with any of the Company’s
Competitors.  Consultant further agrees
that, during the Consulting Term, he shall not either directly or indirectly,
solicit, induce, recruit, or encourage any of the Company’s employees to leave
their employment, or take away such employees, or attempt to solicit, induce,
or recruit employees of the Company, either for himself or for any of the Company’s Competitors.


 


7.     ASSIGNMENT


 


Neither
this Agreement nor any right hereunder or interest herein may be assigned or
transferred by Consultant without the express written consent of the Company.


 


8.     INDEPENDENT CONTRACTOR


 


It is
the express intention of the parties that Consultant is an independent
contractor.  Nothing in this Agreement
shall in any way be construed to constitute Consultant as an agent, employee,
or representative of the Company, but Consultant shall perform the Services
hereunder as an independent contractor. 
Consultant agrees to furnish (or reimburse the Company for) all tools
and materials necessary to accomplish this contract, and shall incur all
expenses associated with performance. 
Consultant acknowledges and agrees that Consultant is obligated to
report as income all compensation received by Consultant pursuant to this
Agreement, and Consultant agrees to and acknowledges the obligation to pay all
self-employment and other taxes thereon. 
Consultant further agrees to indemnify and hold harmless the Company and
its directors, officers, and employees from and against all taxes, losses,
damages, liabilities, costs, and expenses, including attorney’s fees and other
legal expenses, arising directly or indirectly from (i) any negligent,
reckless, or intentionally wrongful act of Consultant or Consultant’s
assistants, employees, or agents, (ii) a determination by a court or
agency that the Consultant is not an independent contractor, or (iii) any
breach by the Consultant or Consultant’s assistants, employees, or agents of
any of the covenants contained in this Agreement.


 


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9.     BENEFITS


 


Except
for the consideration identified in section 1 of the Separation Agreement
entered into between Consultant and the Company, Consultant acknowledges and
agrees and it is the intent of the parties hereto that Consultant receive no
Company-sponsored benefits from the Company either as a Consultant or
employee.  Such benefits include, but are
not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation.  If Consultant is reclassified by a state or
federal agency or court as an employee, Consultant will become a reclassified
employee and will receive no benefits except those mandated by state or federal
law, even if by the terms of the Company’s benefit plans in effect at the time
of such reclassification Consultant would otherwise be eligible for such
benefits.  Nothing in this Agreement
modifies or supersedes the consideration identified in section 1 of the
Separation Agreement entered into between Consultant and the Company.


 


10.   ARBITRATION AND EQUITABLE RELIEF


 


THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF, RELATING
TO, OR RESULTING FROM THE TERMS OF THIS AGREEMENT AND THEIR INTERPRETATION
SHALL BE SUBJECT TO BINDING ARBITRATION IN SAN DIEGO COUNTY, CALIFORNIA 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.


 


11.   GOVERNING LAW


 


This
Agreement shall be governed by the internal substantive laws, but not the
choice-of-law rules, of the State of California.


 


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12.   ENTIRE AGREEMENT


 


This Agreement represents the entire agreement and understanding
between the Company and Consultant concerning Consultant’s relationship with
the Company and the termination of that relationship and the events leading
thereto and associated therewith, and supersedes and replaces any and all prior
agreements and understandings concerning Consultant’s relationship with the Company,
with the exception of the Separation Agreement and Release and the Owen Equity Agreements,
as amended, which shall remain in full force and effect.


 


13.   MODIFICATION


 


This
Agreement may only be amended in a writing signed by Consultant and the Company’s
President.


 


14.   ATTORNEYS’ FEES


 


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.


 


15.   SEVERABILITY


 


The
invalidity or unenforceability of any provision of this Agreement, or any terms
thereof, shall not affect the validity of this Agreement as a whole, which
shall at all times remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


	
   

  	
   

  	
  CONSULTANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William A. Owen

  
	
   

  	
   

  	
  William A. Owen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUTDOOR CHANNEL
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ Perry T. Massie

  
	
   

  	
   

  	
   

  	
  Perry T. Massie

  
	
   

  	
   

  	
   

  	
  Chairman of the Board

  
						



 


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