X0304 4 2012-01-16 0 0000760326 OUTDOOR CHANNEL HOLDINGS INC OUTD 0001096913 ALLEN THOMAS D 43445 BUSINESS PARK DRIVE SUITE 103 TEMECULA CA 92590 0 1 0 0 Chief Financial Officer Common Stock 2012-01-16 4 F 0 3141 7.39 D 162489 D Forty Thousand (40,000) restricted shares, subject to to forfeiture, shall vest in two (2) equal installments, on January 19, 2013 and January 19, 2014. Seventy-Five Thousand (75,000) restricted shares, subject to forfeiture, shall vest in equal quarterly installments on January 16, April 16, July 16, and October 16 of each year, beginning on April 16, 2012, such that the entire Seventy-Five Thousand (75,000) shares of restricted stock will be vested as of July 16, 2014. Notwithstanding the foregoing, upon a change in control, the vesting of all restricted shares shall accelerate 100%. /s/ Thomas D. Allen, by Thomas E. Hornish, Attorney-in-Fact 2012-01-18