X0303 4 2010-09-30 0 0000760326 OUTDOOR CHANNEL HOLDINGS INC OUTD 0001331837 Werner Roger 43445 BUSINESS PARK DRIVE, SUITE 103 TEMECULA CA 92590 1 1 0 0 President and CEO Common Stock 2010-09-30 4 F 0 6555 5.53 D 369704 D One Hundred Thirty-Five Thousand (135,000) restricted shares vest in equal quarterly installments on March 31, June 30, September 30, and December 31 of each year, beginning on December 31, 2010, such that the entire One Hundred Thirty-Five Thousand (135,000) shares of restricted stock will be vested as of December 31, 2012. Notwithstanding the foregoing, upon a change in control, all restricted shares shall become fully vested. In addition, if Mr. Werner's employment is terminated at any time without cause or he resigns for good reason, 50% of the then unvested restricted shares shall become fully vested. /s/ Roger L. Werner, by Thomas E. Hornish, Attorney-in-Fact 2010-10-01