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