THAT IS NO
GREATER THAN 10%;
(III)
A REDUCTION IN EXECUTIVE'S BASE SALARY OR TARGET ANNUAL INCENTIVE AS IN
EFFECT IMMEDIATELY PRIOR TO SUCH REDUCTION OTHER THAN PURSUANT TO A REDUCTION
THAT ALSO IS APPLIED TO SUBSTANTIALLY ALL OTHER EXECUTIVE OFFICERS OF THE
COMPANY AND WHICH REDUCTION REDUCES THE BASE SALARY AND/OR TARGET ANNUAL
INCENTIVE BY A PERCENTAGE REDUCTION THAT IS NO GREATER THAN 10%;
(IV)
THE RELOCATION OF EXECUTIVE TO A FACILITY OR LOCATION MORE THAN FIFTY (50)
MILES FROM HIS PRIMARY PLACE OF EMPLOYMENT;
(V)
ANY PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR "CAUSE"
WITHOUT FIRST SATISFYING THE PROCEDURAL PROTECTIONS, AS APPLICABLE, REQUIRED BY
THE DEFINITION OF "CAUSE" IN THIS AGREEMENT; OR
(VI)
THE FAILURE OF THE COMPANY TO OBTAIN THE ASSUMPTION OF THIS AGREEMENT BY A
SUCCESSOR AND/OR ACQUIROR AND AN AGREEMENT THAT EXECUTIVE WILL RETAIN THE
SUBSTANTIALLY SIMILAR RESPONSIBILITIES (TO THE EXTENT DESCRIBED IN SECTION 1) IN
THE ACQUIROR OR THE MERGED OR SURVIVING COMPANY AS HE HAD PRIOR TO THE
TRANSACTION.
The following shall not constitute Good Reason for purposes of this Agreement:
(i) the failure of the Company's stockholders to reelect Executive to the Board;
or (ii) the notification and placement of Executive on administrative leave
pending a potential determination by the Board that Executive may be terminated
for Cause.
(H)
OUTDOOR PROGRAMMING.
FOR PURPOSES OF THIS AGREEMENT, "OUTDOOR
PROGRAMMING" MEANS ANY TELEVISION, INTERNET OR OTHER MEDIA PROGRAMMING DEVOTED
PRIMARILY TO TRADITIONAL OUTDOOR ACTIVITIES, SUCH AS HUNTING, FISHING, SHOOTING
SPORTS, RODEO, GOLD PROSPECTING AND RELATED LIFE-STYLE PROGRAMMING.
12.
INDEMNIFICATION AND D&O INSURANCE.
SUBJECT TO APPLICABLE LAW,
EXECUTIVE WILL BE PROVIDED INDEMNIFICATION TO THE MAXIMUM EXTENT PERMITTED BY
THE COMPANY'S ARTICLES OF INCORPORATION OR BYLAWS, INCLUDING, IF APPLICABLE, ANY
DIRECTORS AND OFFICERS INSURANCE POLICIES, WITH SUCH INDEMNIFICATION TO BE ON
TERMS DETERMINED BY THE BOARD OR ANY OF ITS COMMITTEES, BUT ON TERMS NO LESS
FAVORABLE THAN PROVIDED TO ANY OTHER COMPANY EXECUTIVE OFFICER OR DIRECTOR AND
SUBJECT TO THE TERMS OF ANY SEPARATE WRITTEN INDEMNIFICATION AGREEMENT.
THE
COMPANY SHALL ALSO MAINTAIN COMMERCIALLY REASONABLE D&O INSURANCE COVERING
EXECUTIVE DURING THE EMPLOYMENT TERM IN SUCH AMOUNT AND PURSUANT TO SUCH TERMS
AS IS TYPICAL AND CUSTOMARY FOR COMPANIES OF SIMILAR SIZE AND NATURE AS THE
COMPANY.
13.
CONFIDENTIAL INFORMATION.
EXECUTIVE AGREES TO EXECUTE THE
COMPANY'S CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY AGREEMENT, IN A
FORM REASONABLY SATISFACTORY TO EXECUTIVE (THE "CONFIDENTIAL INFORMATION
AGREEMENT").
14.
ASSIGNMENT.
THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE
BENEFIT OF (A) THE HEIRS, EXECUTORS AND LEGAL REPRESENTATIVES OF EXECUTIVE UPON
EXECUTIVE'S DEATH, AND (B) ANY SUCCESSOR OF THE COMPANY.
ANY SUCH SUCCESSOR OF
THE COMPANY WILL BE DEEMED SUBSTITUTED FOR THE COMPANY UNDER THE TERMS OF THIS
AGREEMENT FOR ALL PURPOSES.
FOR THIS PURPOSE, "SUCCESSOR" MEANS
11
ANY PERSON, FIRM, CORPORATION, OR OTHER BUSINESS ENTITY WHICH AT ANY TIME,
WHETHER BY PURCHASE, MERGER, OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES ALL
OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE COMPANY.
NONE OF THE
RIGHTS OF EXECUTIVE TO RECEIVE