EXHIBIT 99.2
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
-------------------------------
RESTRICTED SHARES AWARD AGREEMENT
------------------------------
AWARD NO. __________
DATE __________
You (the "PARTICIPANT") are hereby awarded Restricted Shares
of Outdoor Channel Holdings, Inc. ("the "COMPANY") subject to the terms and
conditions set forth in this Restricted Shares Award Agreement ("AWARD
AGREEMENT") and in the Outdoor Channel Holdings, Inc. 2004 Long-Term Incentive
Plan (the "PLAN"), which is attached hereto as EXHIBIT A. A summary of the Plan
appears in its Prospectus, which is attached as EXHIBIT B. You should carefully
review these documents, and consult with your personal financial advisor, in
order to fully understand the implications of this Award, including your tax
alternatives and their consequences.
By executing this Award Agreement, you agree to be bound by
all of the Plan's terms and conditions as if they had been set out verbatim in
this Award Agreement. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this
Award Agreement will be made by the Board of Directors of Outdoor Channel
Holdings, Inc. (the "BOARD") or the Committee pursuant to Section 4 of the Plan,
and that such determinations, interpretations or other actions are (unless
arbitrary and capricious) final, conclusive and binding upon all parties,
including you, your heirs, and representatives. Capitalized terms are defined in
the Plan or in this Award Agreement.
1. SPECIFIC TERMS. Your Restricted Shares have the following terms:
Name of Participant
----------------------------- --------------------------------------------------
Number of Shares
Subject to Award Agreement
----------------------------- --------------------------------------------------
Purchase Price per
Share (if applicable) Not applicable.
----------------------------- --------------------------------------------------
Award Date
----------------------------- --------------------------------------------------
Vesting Twenty percent (20%) of the Restricted Shares
awarded under this Award Agreement shall vest,
i.e. the risk of forfeiture shall lapse, on each
annual anniversary of the Award Date specified
above. Upon a Change in Control, the vesting of
all Restricted Shares awarded under this Award
Agreement shall accelerate, regardless of whether
the vesting requirements set forth herein have
been satisfied.
----------------------------- --------------------------------------------------
Lifetime Transfer Allowed
----------------------------- --------------------------------------------------
2. DIVIDENDS. Any cash dividends on your Restricted Shares will be held by the
Company (unsegregated as part of its general assets) until the period of
forfeiture lapses (and forfeited if the underlying Shares are forfeited), and
paid over to you as soon as practicable after such period lapses (if not
forfeited).
3. INVESTMENT PURPOSES. You acknowledge that you are acquiring your Restricted
Shares for investment purposes only and without any present intention of selling
or distributing them.
4. ISSUANCE OF RESTRICTED SHARES. Until all vesting restrictions lapse, any
certificates that you receive for Restricted Shares will include a legend
stating that they are subject to the restrictions set forth in the Plan and this
Award Agreement.
5. LAPSE OF VESTING RESTRICTIONS. As vesting restrictions lapse, the Company
shall cause certificates for Shares to be issued and delivered to you, with such
legends and restrictions that the Committee determines to be appropriate.
Certificates shall not be delivered to you unless you have made arrangements
satisfactory to the Committee to satisfy tax-withholding obligations.
6. SECTION 83(B) ELECTION NOTICE. If you make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the Shares
underlying your Restricted Shares (a "SECTION 83(B) ELECTION"), you agree to
provide a copy of such election to the Company within 10 days after filing that
election with the Internal Revenue Service. EXHIBIT C contains a suggested form
of Section 83(b) election.
7. TRANSFER. This Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.
8. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "BENEFICIARY") to your
interest, if any, in the Restricted Shares awarded hereby. You shall designate
the Beneficiary by completing and executing a designation of beneficiary
agreement substantially in the form attached hereto as EXHIBIT D (the
"DESIGNATION OF BENEFICIARY") and delivering an executed copy of the Designation
of Beneficiary to the Company.
9. NOTICES. Any notice, payment or communication required or permitted to be
given by any provision of this Award Agreement shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows: (i) if to the Company, at the address set forth on the
signature page, to the attention of: Board of Directors of Outdoor Channel
Holdings, Inc.; (ii) if to you, at the address set forth below your signature on
the signature page. Each party may, from time to time, by notice to the other
party hereto, specify a new address for delivery of notices relating to this
Award Agreement. Any such notice shall be deemed to be given as of the date such
notice is personally delivered or properly mailed.
10. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.
11. MODIFICATIONS. This Award Agreement may be modified or amended at any time
by the Committee, provided that your consent must be obtained for any
modification that adversely alters or impairs any rights or obligations under
this Award Agreement, unless there is an express Plan provision permitting the
Committee to act unilaterally to make the modification.
12. HEADINGS. Headings shall be ignored in interpreting this Award Agreement.
13. SEVERABILITY. Every provision of this Award Agreement and the Plan is
intended to be severable, and any illegal or invalid term shall not affect the
validity or legality of the remaining terms.
14. GOVERNING LAW. This Award Agreement shall be interpreted, administered and
otherwise subject to the laws of the State of Delaware (disregarding any
choice-of-law provisions).
15. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Shares are awarded
under and governed by the terms and conditions of this Award Agreement and the
Plan.
OUTDOOR CHANNEL HOLDINGS, INC.
By:
-------------------------------------
A duly authorized Director or Officer
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The undersigned hereby accepts the terms of this Award Agreement and
the Plan.
________________________________________
Address: _______________________________
_______________________________
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT A
---------
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT B
---------
PROSPECTUS
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT C
---------
SECTION 83(b) ELECTION FORM
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO
MAKE A SECTION 83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE
RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU. In order to
make the election, you must completely fill out the attached form and file one
copy with the Internal Revenue Service office where you file your tax return. In
addition, one copy of the statement also must be submitted with your income tax
return for the taxable year in which you make this election. Finally, you also
must submit a copy of the election form to the Company within 10 days after
filing that election with the Internal Revenue Service. A Section 83(b) election
normally cannot be revoked.
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
--------------------------------------------------------
ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(b)
---------------------------------------------------------
Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.
1. My General Information:
Name: __________________________________
Address: __________________________________
__________________________________
S.S.N.
or T.I.N.: ________________________________
2. Description of the property with respect to which I am making this
election:
____________________ shares of ___________ stock of Outdoor Channel
Holdings, Inc. Restricted Shares.
3. The Restricted Shares were transferred to me on ______________ ___,
20__. This election relates to the 20____ calendar taxable year.
4. The Restricted Shares are subject to the following restrictions:
The Restricted Shares are forfeitable until they is are earned
in accordance with Section 8 of the Outdoor Channel Holdings,
Inc. 2004 Long-Term Incentive Plan ("PLAN"), Section 1 of the
Restricted Shares Award Agreement ("AWARD AGREEMENT") or other
Award Agreement or Plan provisions. The Restricted Shares
generally are not transferable until my interest becomes
vested and nonforfeitable, pursuant to the Award Agreement and
the Plan.
5. Fair market value:
The fair market value at the time of transfer (determined
without regard to any restrictions other than restrictions
which by their terms never will lapse) of the Restricted
Shares with respect to which I am making this election is
$_____ per share.
6. Amount paid for Restricted Shares:
The amount I paid for the Restricted Shares is $____ per
share.
7. Furnishing statement to employer:
A copy of this statement has been furnished to my employer,
Outdoor Channel Holdings, Inc. If the transferor of the
Restricted Shares is not my employer, that entity also has
been furnished with a copy of this statement.
8. Award Agreement or Plan not affected:
Nothing contained herein shall be held to change any of the
terms or conditions of the Award Agreement or the Plan.
Dated: ____________ __, 20__.
______________________________
Taxpayer
2004 LONG-TERM INCENTIVE PLAN OUTDOOR CHANNEL HOLDINGS, INC.
EXHIBIT D
---------
DESIGNATION OF BENEFICIARY
In connection with the RESTRICTED SHARE AWARD AGREEMENT (the
"AWARD AGREEMENT") entered into on _______________, 20__ between Outdoor Channel
Holdings, Inc. (the "COMPANY") and _______________, an individual residing at
_______________ (the "RECIPIENT"), the Recipient hereby designates the person
specified below as the beneficiary of the Recipient's interest in Restricted
Shares (as defined in the 2004 Long-Term Incentive Plan of the Company awarded
pursuant to the Award Agreement. This designation shall remain in effect until
revoked in writing by the Recipient.
Name of Beneficiary: ________________________________
Address: ________________________________
________________________________
________________________________
Social Security No.: ________________________________
The Recipient understands that this designation operates to
entitle the above-named beneficiary to the rights conferred by the Award
Agreement from the date this form is delivered to the Company until such date as
this designation is revoked in writing by the Recipient, including by delivery
to the Company of a written designation of beneficiary executed by the Recipient
on a later date.
Date: __________________________________
By: ____________________________________
[Recipient Name]
Sworn to before me this
____ day of ____________, 20__
_______________________________
Notary Public
County of _________________
State of _________________
