0001104659-06-067819 Sample Contracts

Performance Unit Award Agreement
Unit Award Agreement • October 20th, 2006 • Outdoor Channel Holdings Inc • Cable & other pay television services • Delaware

You are hereby awarded Performance Units (the “PUs”) subject to the terms and conditions set forth in this Performance Unit 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 Agreement, including your tax alternatives and their consequences.

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OUTDOOR CHANNEL HOLDINGS, INC. ROGER L. WERNER, JR. EMPLOYMENT AGREEMENT
Employment Agreement • October 20th, 2006 • Outdoor Channel Holdings Inc • Cable & other pay television services • Connecticut

This Employment Agreement (this “Agreement”) is entered into as of October 16, 2006, by and between Outdoor Channel Holdings, Inc. (the “Company”) and Roger L. Werner, Jr. (the “Executive”).

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