X0306 4 2013-04-16 0 0000760326 OUTDOOR CHANNEL HOLDINGS INC OUTD 0001096913 ALLEN THOMAS D 43455 BUSINESS PARK DRIVE TEMECULA CA 92590 0 1 0 0 COO/CFO Common Stock 2013-04-16 4 F 0 2819 8.79 D 203540 D Twenty Thousand (20,000) restricted shares, subject to to forfeiture, shall fully vest on January 19, 2014. Forty Five Thousand (45,000) restricted shares, subject to forfeiture, shall vest in equal quarterly installments of 7,500 shares each, on January 16, April 16, July 16, and October 16 of each year, beginning on July 16, 2013, such that the entire Forty Five Thousand (45,000) shares of restricted stock will be vested as of July 16, 2014. Forty Eight Thousand Seven Hundred Fifty (48,750) restricted shares, subject to forfeiture, shall vest as follows: (i) in 2013, 18,750 shares shall vest in equal quarterly installments of 6,250 each, beginning on June 30, 2013, such that the entire 18,750 shares shall have vested on December 31, 2013; and (ii) in 2014, 30,000 shares shall vest in equal quarterly installments of 7,500 shares each, beginning on March 31, 2014, such that the entire 30,000 shares shall have vested on December 31, 2014. Notwithstanding the foregoing, upon a change in control, the vesting of all restricted shares shall accelerate 100%. /s/ Thomas D. Allen, by Catherine C. Lee, Attorney-in-Fact 2013-04-17