Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of the
second (2nd) day of January, 2007, by and between The Outdoor Channel, Inc. (the
"Company"), and Andrew J. Dale ("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 options to purchase shares of the
Company's common stock, which were granted to Consultant pursuant to the Stock
Option Award Agreements that Consultant and the Company entered into, dated
April 25, 2005, and which are subject to the terms and conditions of Outdoor
Channel Holdings, Inc.'s 2004 Long-Term Incentive Plan (collectively referred to
herein as the "Stock Agreements"); 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 5 DAYS
PER MONTH TO PERFORM SUCH ASSIGNMENTS AS MAY REASONABLY BE ASSIGNED BY THE
COMPANY (THE "SERVICES").
COMPANY AGREE 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) THE COMPANY AGREES TO PAY CONSULTANT A FEE OF EIGHT THOUSAND DOLLARS
($8,000.00) PER MONTH FOR THE CONSULTING TERM, AS DEFINED BELOW.
THIS MONTHLY
PAYMENT WILL BE PAID NO LATER THAN THE FIRST BUSINESS DAY OF THE MONTH FOLLOWING
EACH MONTH IN WHICH CONSULTANT EITHER PERFORMED OR WAS AVAILABLE TO PERFORM,
PURSUANT TO THE TERMS OF THIS AGREEMENT, THE SERVICES.
(C) THE COMPANY ALSO AGREES TO PAY FOR CONSULTANT'S MEMBERSHIP IN CABLE &
TELECOMMUNICATIONS ASSOCIATION FOR MARKETING DURING THE CONSULTING TERM.
THE
COMPANY FURTHER AGREES TO PAY FOR CONSULTANT'S SUBSCRIPTION TO THE PUBLICATIONS
OF CABLEFAX, MULTICHANNEL NEW, AND CABLEWORLD DURING THE CONSULTING TERM.
(D) 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.
1
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.