OF THIS
SECTION 10.
8
11.
MISCELLANEOUS PROVISIONS.
(A)
WAIVER.
NO PROVISION OF THIS AGREEMENT
WILL BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION, WAIVER OR
DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY EXECUTIVE AND BY AN AUTHORIZED
OFFICER OF THE COMPANY (OTHER THAN EXECUTIVE).
NO WAIVER BY EITHER PARTY OF ANY
BREACH OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT
BY THE OTHER PARTY WILL BE CONSIDERED A WAIVER OF ANY OTHER CONDITION OR
PROVISION OR OF THE SAME CONDITION OR PROVISION AT ANOTHER TIME.
(B)
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS
USED IN THIS AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART
OF THIS AGREEMENT.
(C)
CHOICE OF LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA (WITH THE EXCEPTION OF ITS CONFLICT OF
LAWS PROVISIONS).
(D)
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH
THE FORM OF CONFIDENTIAL INFORMATION AGREEMENT AND THE STANDARD FORMS OF EQUITY
AWARD AGREEMENT THAT DESCRIBE EXECUTIVE'S OUTSTANDING EQUITY AWARDS, REPRESENTS
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT
MATTER HEREIN AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS WHETHER
WRITTEN OR ORAL.
NO WAIVER, ALTERATION, OR MODIFICATION OF ANY OF THE
PROVISIONS OF THIS AGREEMENT WILL BE BINDING UNLESS IN A WRITING AND SIGNED BY
DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO.
IN ENTERING INTO THIS
AGREEMENT, NO PARTY HAS RELIED ON OR MADE ANY REPRESENTATION, WARRANTY,
INDUCEMENT, PROMISE, OR UNDERSTANDING THAT IS NOT IN THIS AGREEMENT.
TO THE
EXTENT THAT ANY PROVISIONS OF THIS AGREEMENT CONFLICT WITH THOSE OF ANY OTHER
AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY, THE TERMS IN THIS AGREEMENT
WILL PREVAIL.
(E)
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OR ANY PORTION OF ANY PROVISION HEREOF BECOMES OR IS DECLARED BY A
COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE, OR VOID, THIS
AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION OR
PORTION OF PROVISION.
THE REMAINDER OF THIS AGREEMENT SHALL BE INTERPRETED SO
AS BEST TO EFFECT THE INTENT OF THE COMPANY AND EXECUTIVE.
(F)
WITHHOLDING.
ALL PAYMENTS MADE PURSUANT
TO THIS AGREEMENT WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE INCOME AND
EMPLOYMENT TAXES.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its duly authorized officer, as of the day and year set forth
below.
COMPANY
OUTDOOR CHANNEL HOLDINGS, INC.
By:
Title:
EXECUTIVE
10
EXHIBIT A
RELEASE OF CLAIMS AGREEMENT
1.
In consideration for the payment of the severance described in
the Change of Control Severance Agreement by and between
(the "Executive") and Outdoor Channel Holdings, Inc.
(the "Company"), dated as of
, 20
(the "Severance
Agreement"), the Executive for himself, and for his heirs, administrators,
representatives, executors,