Exhibit 10.2
OUTDOOR CHANNEL HOLDINGS, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the "Agreement") is made and entered
into by and between
("Executive") and
Outdoor Channel Holdings, Inc. (the "Company"), effective as of
(the "Effective Date").
RECITALS
1.
IT IS EXPECTED THAT THE COMPANY FROM
TIME TO TIME WILL CONSIDER THE POSSIBILITY OF AN ACQUISITION BY ANOTHER COMPANY
OR OTHER CHANGE OF CONTROL.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD")
RECOGNIZES THAT SUCH CONSIDERATION CAN BE A DISTRACTION TO EXECUTIVE AND CAN
CAUSE EXECUTIVE TO CONSIDER ALTERNATIVE EMPLOYMENT OPPORTUNITIES.
THE BOARD HAS
DETERMINED THAT IT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS
TO ASSURE THAT THE COMPANY WILL HAVE THE CONTINUED DEDICATION AND OBJECTIVITY OF
EXECUTIVE, NOTWITHSTANDING THE POSSIBILITY, THREAT OR OCCURRENCE OF A CHANGE OF
CONTROL (AS DEFINED HEREIN) OF THE COMPANY.
2.
THE BOARD BELIEVES THAT IT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS TO PROVIDE EXECUTIVE WITH AN
INCENTIVE TO CONTINUE HIS OR HER EMPLOYMENT AND TO MOTIVATE EXECUTIVE TO
MAXIMIZE THE VALUE OF THE COMPANY UPON A CHANGE OF CONTROL FOR THE BENEFIT OF
ITS STOCKHOLDERS.
3.
THE BOARD BELIEVES THAT IT IS
IMPERATIVE TO PROVIDE EXECUTIVE WITH CERTAIN SEVERANCE BENEFITS UPON EXECUTIVE'S
TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL.
THESE BENEFITS WILL
PROVIDE EXECUTIVE WITH ENHANCED FINANCIAL SECURITY AND INCENTIVE AND
ENCOURAGEMENT TO REMAIN WITH THE COMPANY NOTWITHSTANDING THE POSSIBILITY OF A
CHANGE OF CONTROL.
4.
CERTAIN CAPITALIZED TERMS USED IN THE
AGREEMENT ARE DEFINED IN SECTION 6 BELOW.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE
PARTIES HERETO AGREE AS FOLLOWS:
1.
TERM OF AGREEMENT.
THIS AGREEMENT WILL
TERMINATE UPON THE DATE THAT ALL OF THE OBLIGATIONS OF THE PARTIES HERETO WITH
RESPECT TO THIS AGREEMENT HAVE BEEN SATISFIED.
2.
AT-WILL EMPLOYMENT.
THE COMPANY AND
EXECUTIVE ACKNOWLEDGE THAT EXECUTIVE'S EMPLOYMENT IS AND WILL CONTINUE TO BE
AT-WILL, AS DEFINED UNDER APPLICABLE LAW.
IF EXECUTIVE'S EMPLOYMENT TERMINATES
FOR ANY REASON, INCLUDING (WITHOUT LIMITATION) ANY TERMINATION PRIOR TO A CHANGE
OF CONTROL, EXECUTIVE WILL NOT BE ENTITLED TO ANY PAYMENTS, BENEFITS, DAMAGES,
AWARDS OR COMPENSATION OTHER THAN AS PROVIDED BY THIS AGREEMENT.
3.
SEVERANCE BENEFITS.
(A)
INVOLUNTARY TERMINATION FOLLOWING A CHANGE
OF CONTROL.
IF WITHIN TWELVE (12) MONTHS FOLLOWING A CHANGE OF CONTROL (I)
EXECUTIVE TERMINATES HIS OR HER EMPLOYMENT WITH THE COMPANY (OR ANY PARENT,
SUBSIDIARY OR SUCCESSOR OF THE COMPANY) FOR "GOOD REASON" (AS DEFINED HEREIN) OR
(II) THE COMPANY (OR ANY PARENT, SUBSIDIARY OR SUCCESSOR OF THE COMPANY)
TERMINATES EXECUTIVE'S EMPLOYMENT WITHOUT "CAUSE" (AS DEFINED HEREIN), AND
EXECUTIVE SIGNS AND DOES NOT REVOKE THE RELEASE OF CLAIMS REQUIRED BY SECTION 4,
EXECUTIVE WILL RECEIVE THE FOLLOWING SEVERANCE BENEFITS FROM THE COMPANY:
(I)
SEVERANCE PAYMENT.
EXECUTIVE WILL RECEIVE
CONTINUING PAYMENTS OF SEVERANCE PAY (LESS APPLICABLE WITHHOLDING TAXES) FOR A
PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF SUCH TERMINATION (THE "SEVERANCE
PERIOD") AT A RATE EQUAL TO EXECUTIVE'S BASE SALARY RATE (AS