Exhibit 10.1


AGREEMENT AND RELEASE


          THE
AGREEMENT AND RELEASE is made and entered into by and
among Terry Frandsen (hereinafter, “Employee”) and Escalade, Incorporated
(collectively referred to hereinafter as “Company”). 


          WHEREAS,
Employee was employed by Company since October 14, 2002 in various positions,
including most recently as Vice President and Chief Financial Officer at the
Company’s headquarters in Evansville, Indiana. As Chief Financial Officer and
in his other positions with the Company and its subsidiaries, Employee was
knowledgeable of all aspects of the Company’s U.S. and International
operations, including but not limited to the Company’s competitors; and


          WHEREAS,
Employee and Company desire to fully and finally resolve and settle all CLAIMS (as herein defined), arising out of,
resulting from or in any way connected with Employee’s employment and
termination of employment with Company and its subsidiaries.


          NOW,
THEREFORE, in consideration of the payment of the sums
or partial payment of the sums set forth in Section 1 below and the mutual
promises and conditions contained in this Agreement and Release, it is mutually
agreed as follows, that:


1. Employee agrees
that his employment with Company and its subsidiaries, including all officer
and director positions held with any one or more of such entities, terminated
on January 30, 2009 and as consideration for his release of the CLAIMS (herein defined) Company agrees to
pay Employee his present salary for the period of twelve weeks less only
applicable deductions for FICA, Medicare, federal, state and local taxes. The
salary will be paid for six (6) consecutive payroll periods beginning with the
first payroll period after January 24, 2009.


Employee
agrees that he has been advised of his COBRA
rights and if Employee chooses to exercise his COBRA rights, Company will pay COBRA premiums on his behalf for three
(3) months. The Company
will deduct his normal bi-weekly health care premium from his present salary
for the same twelve (12) weeks or the first Three (3) months of the Eighteen
(18) month COBRA period. Employee
will be responsible to full COBRA
premiums following the first three months of coverage.


Employee
agrees that the sums provided in Section 1 are in addition to anything of value
to which he is entitled from Company. Payment of any or all of the above sums
is subject to the terms and conditions set forth in this Agreement and Release.


The parties
acknowledge that the withholding of applicable deductions for FICA, Medicare, federal,
state and local taxes as set forth in the Section 1 is only for the benefit and
protection of Company and should not be interpreted in any way as evidence of
other than an employer/former employee relationship. If there is a breach or
threatened breach of the terms of this Agreement and Release and/or Employee
secures other employment, Company may terminate the pay period payments set out
above in Section 1.






2. Employee
acknowledges that his employment with Company was at-will and agrees to unconditionally
release and forever discharge Company its agents, owners and servants of and
from any and all asserted or unasserted, known or unknown, claims, complaints,
obligations, liabilities, promises, agreements, controversies, demands,
damages, actions, causes of action, losses, benefits, compensation, debts and
expenses of whatever kind or nature, including, but not limited to, any and all
claims and rights founded in tort, at common law, based on promissory estoppel,
founded in statute and under the Age Discrimination in Employment Act and/or Older Workers Benefit Protection Act, as amended, Fair
Labor Standards Act, Worker Adjustment and Retraining Notification Act, Civil
Rights Act of 1964, Civil Rights Act of 1991, Family and Medical Leave Act,
Employee Retirement Income Security Act, Americans with Disabilities Act,
Indiana Civil Rights Act, Consolidated Omnibus Budget Reconciliation Act and/or
any local ordinance or International Labor Law, all as amended, on
account of, arising from, or in any way growing out of, directly or indirectly,
Employee’s employment and/or termination of employment with Company ( “Claims”), but not including rights or
claims that arise under the Age Discrimination in Employment Act or Older
Workers Benefit Protection Act after this Agreement and Release is executed.


3. Employee
acknowledges and agrees that in consideration of payment or partial payment of
the sums set forth in Section 1 herein, he has no right to make claim against
or receive any compensation or benefits of any kind under the Sun Life Long
Term Disability, Life, Supplemental Life, Accidental Death and Dismemberment
and Supplemental Dependent Life Plan or any other benefit plan in effect at
Company.


4. Employee
represents and agrees that he will keep the terms, amount, and fact of this
Agreement and Release confidential, except that Employee may discuss the
Agreement and Release with Employee’s attorney, accountant, spouse, and as
required by law. Employee understands and agrees that Company is required to
describe the material terms of this Agreement in a current report on Form 8-K
to be filed with the Securities and Exchange Commission within four (4)
business days after this Agreement is signed by Employee and Company, and that
Company will attach this Agreement in its entirety to such public filing. Employee
further agrees that he shall not make, participate in the making, or encourage
or facilitate any other person to make any statements, written or oral, which
criticize, disparage, or defame the goodwill or reputation of the Company, its
subsidiaries and their affiliates or any of their respective present, former or
future directors, officers, executives, employees and/or shareholders. 


5. Employee
represents and agrees: 


	
 

	
 


	
 

	
a. That he has thoroughly reviewed all
 aspects of this Agreement and Release;


	
 

	
 


	
 

	
b. That he is fully aware and was advised of
 his right to discuss any and all aspects of this Agreement and Release with
 an attorney chosen by him prior to executing the Agreement and Release;


	
 

	
 


	
 

	
c. That he received this Agreement and
 Release on January 30, 2009 and was given until the close of business on
 February 20, 2009 to review, consider and execute this Agreement and Release
 and return to Company;


	
 

	
 


	
 

	
d. That he was informed that the release of
 age claims within this Agreement and Release does not become effective or
 enforceable until ten (10) calendar days after he executes it;


	
 

	
 


	
 

	
e. That he was informed that the Agreement
 and Release may be revoked by him at any time prior to the end of said ten
 (10) day period and that the Agreement and Release will become enforceable
 and irrevocable at the end of said ten (10) day period; 





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f. That he has carefully read and fully
 understands all of the provisions of the Agreement and Release; and,


	
 

	
 


	
 

	
g. That he is knowingly and voluntarily
 entering into the Agreement and Release.





6. Confidential
Information. As a material inducement to Company to enter into the
Agreement and Release, Employee agrees that he will never disclose any
confidential information or trade secrets of Company, or its products and
services, including, but not limited to, Company’s research, formulas,
programs, methods, techniques, compilations, marketing and sales information
and methods, financial or personnel operations and techniques, technical data,
technical specifications or procedures, equipment, files, products or services,
client information and lists in whatever media, and customer sources or
prospects, to any person, firm, corporation, or other entity for any reason or
purpose whatsoever, or use the same in any other business whatsoever. The
parties agree that this language only applies to that information which is
confidential since both parties agree that some information contained in these
areas is not confidential. Consistent with the foregoing, Employee will
immediately return to Company the original and any copies of all keys,
identification cards, Company credit cards, equipment (including any computers,
laptops, cell phones and similar devices provided to Employee by Company),
papers, reports, memoranda or other items of property of Company or its
subsidiaries.


Non Competition. Employee agrees that during
the entire term of his employment with Company he has been privy to the
confidential information identified immediately above and agrees, as a further
material inducement to Company to enter into this Agreement and Release, that
for a period of one year from the date hereof (the “Non-Competition Period”) he
will not directly or indirectly enter into or engage in any competitive office
equipment, games room, basketball, play-systems, fitness and or archery
products manufactured, sold or distributed by Company as a partner, officer,
marketing/sales director, owner, stockholder, director, consultant, or
employee. 


During the
Non-Competition Period, employee agrees that he will not, directly or
indirectly, for his benefit or for the benefit of any other person, firm or
entity, do any of the following:


	
 

	
 

	
 


	
 

	
a.

	
solicit from
 any customer doing business with the Company business of the same or of a similar
 nature to the Business conducted between the Company and such customer; or 


	
 

	
 

	
 


	
 

	
b.

	
solicit the
 employment or services of any person who at the time is employed by or a
 consultant to the Company. 





In the event
of such violation or threatened violation of any terms and conditions of this
Section, Company may, in addition to other remedies provided by law, seek
injunctive relief, elect to obtain specific enforcement of said terms and
conditions and expressly reserves all legal remedies for provable damages
caused by threatened breach or breach of the terms of this Section.


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7. Employee agrees
to cooperate fully with the Company during the twelve week period for which
payment is being provided in accordance with Section 1 of this Agreement,
including without limitation providing advisory and transition services, the
retention of employee, banking, customer and supplier relationships, providing
information about existing, past and prospective operations of Company,
including financial and accounting information, policies and procedures. severance
period, and remaining available to provide information on the location of files
and or any sources of business information or reports to which Employee has
access or knowledge. Employee further agrees to continue to comply with the
Company’s insider trading policy, code of ethics and all other Company policies
and procedures through such twelve week period and, with respect to the insider
trading policy, for as long as Employee possesses any material, non-public
information about the Company and its subsidiaries. 


8. The Agreement and
Release is made and entered into in the State of Indiana, and shall in all
respects be interpreted, enforced and governed under the laws of said state.
Employee and Company agree that proper venues for any litigation which may
arise pursuant to the Agreement and Release are the Federal District Court for
the Southern District of Indiana or an Indiana state court of unlimited
jurisdiction located in Vanderburgh County, Indiana. 


9. The Agreement and
Release sets forth the entire agreement between the parties, and fully
supersedes any and all prior agreements or understandings, written or oral,
between Employee and Company pertaining to the subject matter hereof. 


10. Employee agrees and
represents that he will not file any complaints or charges against Company with
any local, state or federal commission agency or court. Employee further agrees
and represents that as of the date of execution of the Agreement and Release
and as of the date the sums set forth in Section 1 above are paid, no
complaints or charges have been or will be filed by Employee against Company
with any local, state or federal commission, agency or court.


11. Employee
represents and agrees that the Agreement and Release shall not in any way be
construed as an admission by Company of any acts whatsoever against Employee or
any other person and Company disclaims any liability to Employee.


12. Employee and
Company agree that in the event that any terms or provisions contained in the
Agreement and Release are held to be invalid, illegal or unenforceable, such
holding shall not affect any other provision hereof, and this Agreement and
Release shall be construed as if such invalid, illegal or unenforceable terms
or provisions had not be contained herein.


13. The Agreement
and Release shall inure to and be binding upon Employee and upon Employee’s
heirs, administrators, representatives, executors, successors and assigns and
shall inure to the benefit of and being binding upon Company and upon its
successors and assigns.


          PLEASE READ CAREFULLY, THE AGREEMENT AND RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


If applicable on the date of my execution of
this Agreement and Release I, Terry Frandsen, acknowledge that I was given 21
days to consider this Agreement and Release and voluntarily chose to sign this
Agreement and Release prior to the expiration of the 21-day period.


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          IN
WITNESS WHEREOF, the parties hereto have caused the Agreement and Release to be
executed as their voluntary acts and deeds, the 3rd day of February, 2009. 


	
 

	
 

	
 


	
 

	
/s/ TERRY FRANDSEN 


	
 

	




	
 

	
Terry Frandsen “Employee”


	
/s/ JEFF DOOLEY

	
 

	
 


	


	
 

	
 


	
Witness

	
 

	
 


	
 

	
 

	
 


	
 

	
Escalade Incorporated 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ GARY ALLEN


	
 

	
 

	



	
 


	
 

	
“Company”





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