**Exhibit 10.2**

**OUTDOORCHANNEL HOLDINGS, INC.**

**CHANGEOF CONTROL SEVERANCE AGREEMENT**

This Change of ControlSeverance Agreement (the “Agreement”) is made and entered into by and between                                       (“Executive”) and Outdoor Channel Holdings, Inc. (the “Company”), effective asof                                       (the “Effective Date”).

**RECITALS**

# 1.                                       Itis expected that the Company from time to time will consider the possibility ofan acquisition by another company or other change of control.  The Board of Directors of the Company (the “Board”)recognizes that such consideration can be a distraction to Executive and cancause Executive to consider alternative employment opportunities.  The Board has determined that it is in thebest interests of the Company and its stockholders to assure that the Companywill have the continued dedication and objectivity of Executive,notwithstanding the possibility, threat or occurrence of a Change of Control(as defined herein) of the Company.

# 2.                                       TheBoard believes that it is in the best interests of the Company and itsstockholders to provide Executive with an incentive to continue his or heremployment and to motivate Executive to maximize the value of the Company upona Change of Control for the benefit of its stockholders.

# 3.                                       TheBoard believes that it is imperative to provide Executive with certainseverance benefits upon Executive’s termination of employment following aChange of Control.  These benefits willprovide Executive with enhanced financial security and incentive andencouragement to remain with the Company notwithstanding the possibility of aChange of Control.

# 4.                                       Certaincapitalized terms used in the Agreement are defined in Section 6 below.

# AGREEMENT

# NOW, THEREFORE, in consideration of the mutualcovenants contained herein, the parties hereto agree as follows:

# 1.                                       Termof Agreement.  This Agreement willterminate upon the date that all of the obligations of the parties hereto withrespect to this Agreement have been satisfied.

# 2.                                       At-WillEmployment.  The Company andExecutive acknowledge that Executive’s employment is and will continue to beat-will, as defined under applicable law. If Executive’s employment terminates for any reason, including (withoutlimitation) any termination prior to a Change of Control, Executive will not beentitled to any payments, benefits, damages, awards or compensation other thanas provided by this Agreement.

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# 3.                                       SeveranceBenefits.

## (a)                                  InvoluntaryTermination Following a Change of Control. If within twelve (12) months following a Change of Control (i) Executiveterminates his or her employment with the Company (or any parent, subsidiary orsuccessor of the Company) for “Good Reason” (as defined herein) or(ii) the Company (or any parent, subsidiary or successor of the Company)terminates Executive’s employment without “Cause” (as defined herein), andExecutive signs and does not revoke the release of claims required by Section4, Executive will receive the following severance benefits from the Company:

### (i)                         SeverancePayment.  Executive will receivecontinuing payments of severance pay (less applicable withholding taxes) for aperiod of twelve (12) months from the date of such termination (the “SeverancePeriod”) at a rate equal to Executive’s base salary rate (as in effectimmediately prior to (A) the Change of Control, or (B) Executive’s termination,whichever is greater).

### (ii)                      BonusPayment.  Executive will receive alump sum cash payment (less applicable withholding taxes) in an amount equal tothe sum of (A) an amount equal to the Executive’s annual incentive at thetarget level applicable during the year of Executive’s termination, and (B) anadditional amount equal to the current year’s annual incentive pro-rated to thedate of termination, with such pro-rated amount to be calculated by multiplyingthe current year’s target incentive level by a fraction with a numerator equalto  the number of days between the startof the current fiscal year and the date of termination and a denominator equalto 365.

### (iii)                   EquityAwards.  All of the Executive’s thenoutstanding awards relating to the Company’s common stock (whether stockoptions, stock appreciation rights, shares of restricted stock, restrictedstock units, or otherwise (collectively, the “Equity Awards”)) will vest inaccordance with and otherwise remain subject to the terms and conditions of theapplicable Equity Award agreement.

### (iv)                  Benefits.  The Company agrees to reimburse Executive forthe same level of health coverage and benefits as in effect for Executive onthe day immediately preceding the date of termination; provided, however, that(1) Executive constitutes a qualified beneficiary, as defined in Section4980(B)(g)(1) of the Internal Revenue Code of 1986, as amended; and(2) Executive elects continuation coverage pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant toCOBRA.  The Company will continue toreimburse Executive for continuation coverage through the earlier of (A) theSeverance Period, or (B) the date upon which Executive and Executive’s eligible dependentsbecome covered under similar plans. Executive will thereafter be responsible for the payment of COBRApremiums (including, without limitation, all administrative expenses) for theremaining COBRA period.

## (b)                                 Timingof Severance Payments.  The Companywill pay the severance payments to which Executive is entitled as salarycontinuation on the same basis and timing as in effect for other payroll paymentsimmediately prior to the Change of Control. The Company will 

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## pay the severance payments to which Executiveis entitled as bonus payments in a lump sum as soon as practicable followingthe date of termination.  If Executiveshould die before all of the salary continuation severance amounts have beenpaid, such unpaid amounts will be paid in a lump-sum payment (less anywithholding taxes) to Executive’s designated beneficiary, if living, orotherwise to the personal representative of Executive’s estate.

## (c)                                  VoluntaryResignation; Termination For Cause. If Executive’s employment with the Company terminates (i) voluntarily byExecutive (other than for Good Reason) or (ii) for Cause by the Company, thenExecutive will not be entitled to receive severance or other benefits exceptfor those (if any) as may then be established under the Company’s then existingseverance and benefits plans and practices or pursuant to other writtenagreements with the Company, including, without limitation, any equity award agreement.

## (d)                                 Disability;Death.  If the Company terminatesExecutive’s employment as a result of Executive’s Disability, or Executive’semployment terminates due to his or her death, then Executive will not beentitled to receive severance or other benefits except for those (if any) asmay then be established under the Company’s then existing written severance andbenefits plans and practices or pursuant to other written agreements with theCompany, including, without limitation, any equity award agreement.

## (e)                                  TerminationApart from Change of Control.  In theevent Executive’s employment is terminated for any reason, either prior to theoccurrence of a Change of Control or after the twelve (12) month periodfollowing a Change of Control, then Executive will be entitled to receiveseverance and any other benefits only as may then be established under theCompany’s existing written severance and benefits plans and practices orpursuant to other written agreements with the Company, including, withoutlimitation, any equity award agreement.

## (f)                                    ExclusiveRemedy.  In the event of atermination of Executive’s employment within twelve (12) months following aChange of Control, the provisions of this Section 3 are intended to be and areexclusive and in lieu of any other rights or remedies to which Executive or theCompany may otherwise be entitled, whether at law, tort or contract, in equity,or under this Agreement.  Executive willbe entitled to no benefits, compensation or other payments or rights upontermination of employment following a Change in Control other than thosebenefits expressly set forth in this Section 3, except as may be provided inany Equity Award agreement.

# 4.                                       Conditionsto Receipt of Severance.

## (a)                                  Releaseof Claims Agreement.  The receipt ofany severance or other benefits pursuant to Section 3 will be subject toExecutive signing and not revoking a release of claims agreement insubstantially the form attached as Exhibit A, but with any appropriatereasonable modifications, reflecting changes in applicable law, as is necessaryto provide the Company with the protection it would have if the release ofclaims were executed as of the Effective Date. No severance or other benefits will be paid or provided until therelease of claims agreement becomes effective, and any severance amounts orbenefits otherwise payable between the date of Executive’s termination and thedate such release becomes effective shall be paid on the effective date of suchrelease.

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## (b)                                 Non-solicitation.  Thereceipt of any severance or other benefits pursuant to Section 3 will be subject to Executive agreeing thatduring the Severance Period, Executive will not solicit any employee ofthe Company (other than Executive’s personal assistant) for employment otherthan at the Company.

## (c)                                  Non-disparagement.  During the Severance Period, Executive willnot knowingly and materially disparage, criticize, or otherwise make anyderogatory statementsregarding the Company. During the Severance Period, the Company will not knowingly andmaterially disparage, criticize, or otherwise make any derogatory statements regardingExecutive.  Notwithstandingthe foregoing, nothing contained in this Agreement will be deemed to restrictExecutive, the Company or any of the Company’s current or former officersand/or directors from (1) providing information to any governmental orregulatory agency (or in any way limit the content of any such information) tothe extent they are requested or required to provide such information pursuantto applicable law or regulation or (2) enforcing his or its rights pursuant tothis Agreement.

## (d)                                 OtherRequirements.  Executive’s receipt ofany payments or benefits under Section 3 will be subject to Executivecontinuing to comply with the terms of any form of confidential informationagreement and the provisions of this Section 4.

## (e)                                  NoDuty to Mitigate.  Executive will notbe required to mitigate the amount of any payment contemplated by thisAgreement, nor will any earnings that Executive may receive from any othersource reduce any such payment.

# 5.                                       Limitationon Payments.  In the event that theseverance and other benefits provided for in this Agreement or otherwisepayable to Executive (i) constitute “parachute payments” within the meaning ofSection 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and(ii) but for this Section 5, would be subject to the excise tax imposed bySection 4999 of the Code, then Executive’s severance benefits under Section 3will be either:

## (a)                                  deliveredin full, or

## (b)                                 delivered as to suchlesser extent which would result in no portion of such severance benefits beingsubject to excise tax under Section 4999 of the Code,

whichever of theforegoing amounts, taking into account the applicable federal, state and localincome taxes and the excise tax imposed by Section 4999, results in the receiptby Executive on an after-tax basis, of the greatest amount of severancebenefits, notwithstanding that all or some portion of such severance benefitsmay be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, anydetermination required under this Section 5 will be made in writing by theCompany’s independent public accountants immediately prior to Change of Control(the “Accountants”), whose determination will be conclusive and binding uponExecutive and the Company for all purposes. For purposes of making the calculations required by this Section 5,the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretationsconcerning the application of Sections 280G and 4999 of the Code.  The Company and Executive will furnish to theAccountants such information and documents as the Accountants may reasonablyrequest in order to make a 

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determinationunder this Section.  The Company willbear all costs the Accountants may reasonably incur in connection with anycalculations contemplated by this Section 5.

# 6.                                       Definitionof Terms.  The following termsreferred to in this Agreement will have the following meanings:

## (a)                                  Cause.  For purposes of this Agreement, “Cause” willmean:

### (i)                         Executive’swillful and continued failure to perform the duties and responsibilities of hisposition (other than as a result of Executive’s illness or injury) after therehas been delivered to Executive a written demand for performance from the Boardwhich describes the basis for the Board’s belief that Executive has notsubstantially performed his duties and provides Executive with thirty (30) daysto take corrective action;

### (ii)                      Any materialact of personal dishonesty taken by Executive in connection with hisresponsibilities as an employee of the Company with the intention that suchaction may result in the substantial personal enrichment of Executive;

### (iii)                   Executive’sconviction of, or plea of nolo contendere to, a felony that the Boardreasonably believes has had or will have a material detrimental effect on theCompany’s reputation or business;

### (iv)                  A willful breachof any fiduciary duty owed to the Company by Executive that has a materialdetrimental effect on the Company’s reputation or business;

### (v)                     Executivebeing found liable in any Securities and Exchange Commission or other civil orcriminal securities law action (regardless of whether or not Executive admitsor denies liability), which the Board determines, in its reasonable discretion,will have a material detrimental effect on the Company’s reputation orbusiness;

### (vi)                  Executiveentering any cease and desist order with respect to any action which would barExecutive from service as an executive officer or member of a board ofdirectors of any publicly-traded company (regardless of whether or notExecutive admits or denies liability);

### (vii)               Executive (A)obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failingto materially cooperate with, any investigation authorized by the Board or anygovernmental or self-regulatory entity (an “Investigation”).  However, Executive’s failure to waiveattorney-client privilege relating to communications with Executive’s ownattorney in connection with an Investigation will not constitute “Cause”; or

### (viii)            Executive’s disqualification or bar by anygovernmental or self-regulatory authority from serving in the capacity contemplatedby this Agreement, if (A) the disqualification or bar continues for more thanthirty (30) days, and (B) during that period the Company uses its commerciallyreasonable efforts to cause the disqualification or bar to be lifted. While anydisqualification or bar continues during Executive’s employment, Executive willserve in the capacity contemplated by this Agreement to whatever extent legallypermissible and, if 

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### Executive’s employment is not permissible,Executive will be placed on administrative leave (which will be paid to theextent legally permissible).

## Other than for a termination pursuant toSection 6(a)(iii), Executive shall receive notice and an opportunity to beheard before the Board with Executive’s own attorney before any termination forCause is deemed effective. Notwithstanding anything to the contrary, the Board may immediatelyplace Executive on administrative leave (with full pay and benefits to theextent legally permissible) and suspend all access to Company information,employees and business should Executive wish to avail himself of hisopportunity to be heard before the Board prior to the Board’s termination forCause.  If Executive avails himself ofhis opportunity to be heard before the Board, and then fails to make himselfavailable to the Board within five (5) business days of such request to beheard, the Board may thereafter cancel the administrative leave and terminateExecutive for Cause.

## (b)                                 Changeof Control.  For purposes of thisAgreement, “Change of Control” will have the same meaning as “Change in Control”is defined in the Company’s 2004 Long-Term Incentive Plan, as amended.

## (c)                                  Disability.  For purposes of this Agreement, “Disability”shall have the same meaning as that term is defined in the Company’s 2004 Long-TermIncentive Plan, as amended. Notwithstanding the foregoing however, should the Company maintain along-term disability plan at any time during the Employment Term, adetermination of disability under such plan shall also be considered a “Disability”for purposes of this Agreement.

## (d)                                 GoodReason.  For purposes of thisAgreement, “Good Reason” means the occurrence of any of the following, withoutExecutive’s express written consent:

### (i)                         Asignificant reduction of Executive’s responsibilities, relative to Executive’sresponsibilities in effect immediately prior to such reduction; including areduction in responsibilities by virtue of the Company being acquired and madepart of another entity (as, for example, when the chief executive officer ofthe Company remains as the senior executive officer of a division or subsidiaryof the acquiror which division or subsidiary either contains substantially allof the Company’s business or is of a comparable size), or a change in theExecutive’s reporting position such that Executive no longer reports directlyto the chief executive officer of a publicly-traded company (unless Executiveis reporting to the chief executive officer of the parent corporation in agroup of controlled corporations, none of which is a publicly-traded company);

### (ii)                      A materialreduction in the kind or level of welfare and/or retirement benefits to whichExecutive is entitled immediately prior to such reduction with the result thatExecutive’s overall benefits package is significantly reduced other thanpursuant to a reduction that also is applied to substantially all otherexecutive officers of the Company and that reduces the level of employeebenefits by a percentage reduction that is no greater than 10%;

### (iii)                   A reduction inExecutive’s base salary or target annual incentive as in effect immediatelyprior to such reduction other than pursuant to a reduction that also is appliedto substantially all other executive officers of the Company and whichreduction reduces the base salary and/or target annual incentive by apercentage reduction that is no greater than 10%;

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### (iv)                  The relocationof Executive to a facility or location more than fifty (50) miles from hisprimary place of employment;

### (v)                     Any purportedtermination of the Executive’s employment for “Cause” without first satisfyingthe procedural protections, as applicable, required by the definition of “Cause”in this Agreement; or

### (vi)                  The failure ofthe Company to obtain the assumption of this Agreement by a successor and/oracquiror and an agreement that Executive will retain the substantially similarresponsibilities in the acquiror or the merged or surviving company as he hadprior to the transaction.

## The notification and placement of Executiveon administrative leave pending a potential determination by the Board thatExecutive may be terminated for Cause shall not constitute Good Reason forpurposes of this Agreement.

# 7.                                       Successors.

## (a)                                  TheCompany’s Successors.  Any successorto the Company (whether direct or indirect and whether by purchase, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets will assume the obligations under thisAgreement and agree expressly to perform the obligations under this Agreementin the same manner and to the same extent as the Company would be required toperform such obligations in the absence of a succession.  For all purposes under this Agreement, theterm “Company” will include any successor to the Company’s business and/orassets which executes and delivers the assumption agreement described in thisSection 7(a) or which becomes bound by the terms of this Agreement by operationof law.

## (b)                                 Executive’sSuccessors.  The terms of thisAgreement and all rights of Executive hereunder will inure to the benefit of,and be enforceable by, Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.

# 8.                                       Notice.

## (a)                                  General.  Notices and all other communicationscontemplated by this Agreement will be in writing and will be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered orcertified mail, return receipt requested and postage prepaid.  In the case of Executive, mailed notices willbe addressed to him or her at the home address which he or she most recentlycommunicated to the Company in writing. In the case of the Company, mailed notices will be addressed to itscorporate headquarters, and all notices will be directed to the attention ofits President.

## (b)                                 Noticeof Termination.  Any termination bythe Company for Cause or by Executive for Good Reason or as a result of avoluntary resignation will be communicated by a notice of termination to theother party hereto given in accordance with Section 8(a) of thisAgreement.  Such notice will indicate thespecific termination provision in this Agreement relied upon, will set forth inreasonable detail the facts and circumstances claimed to provide a basis for 

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## termination under the provision so indicated,and will specify the termination date. The failure by Executive to include in the notice any fact orcircumstance which contributes to a showing of Good Reason will not waive anyright of Executive hereunder or preclude Executive from asserting such fact orcircumstance in enforcing his or her rights hereunder.

# 9.                                       Arbitration.  The Company and the Executive each agree thatany and all disputes arising out of the terms of this Agreement, Executive’semployment by the Company, Executive’s service as an officer or director of theCompany, or Executive’s compensation and benefits, their interpretation and anyof the matters herein released, will be subject to binding arbitration.  In the event of a dispute, the parties (ortheir legal representatives) will promptly confer to select a single arbitratormutually acceptable to both parties.  Ifthe parties cannot agree on an arbitrator, then the moving party may file ademand for arbitration with the American Arbitration Association (“AAA”) in SanDiego, California, who will be selected and appointed consistent with theAAA-Employment Dispute Resolution Rules, except that such arbitrator must havethe qualifications set forth in this paragraph. Any arbitration will be conducted in a manner consistent with AAANational Rules for the Resolution of Employment Disputes, supplemented by theCalifornia Rules of Civil Procedure.  Theparties further agree that the prevailing party in any arbitration will beentitled to injunctive relief in any court of competent jurisdiction to enforcethe arbitration award.  **The parties hereby agree to waive their right to have any disputebetween them resolved in a court of law by a judge or jury. **This paragraph will not preventeither party from seeking injunctive relief (or any other provisional remedy)from any court having jurisdiction over the parties and the subject matter oftheir dispute relating to Executive’s obligations under this Agreement and theCompany’s form of confidential information agreement.

# 10.                                 CodeSection 409A.  Notwithstanding anything to the contrary inthis Agreement, if the Company reasonably determines that Section 409A of theCode will result in the imposition of interest and additional tax, Executiveshall not be paid any compensation or benefits hereunder upon a separation fromservice (within the meaning of Section 409A(a)(2)(A)(i) of the Code and theregulations promulgated thereunder) until the date which is 6 months after thedate of such separation from service (or, if earlier, the date of death of theExecutive).  Such severance or other benefits otherwise due to Executive on or withinthe six (6) month period following Executive’s termination of employment willaccrue during such six (6) month period and will become payable in a lump sumpayment on the date six (6) months and one (1) day following the date ofExecutive’s termination.  All subsequentpayments, if any, will be payable as provided in this Agreement.  The Company and Executive agree that thisAgreement and the rights granted to the Executive hereunder are intended tomeet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A)of the Code.  Accordingly, the partiesagree that during the period ending on December 31, 2007 (or such later date asset forth by the Internal Revenue Service for good faith compliance withguidance relating to Section 409A of the Code), the parties agree that theyshall negotiate in good faith to revise any provisions of this Agreement thatmight otherwise fail to meet the requirements of paragraphs (2), (3) and (4) ofSection 409A of Code; provided, however, that nothing contained in this Section10 shall be deemed to require the Company to incur any material compensationexpense in excess of that which would be incurred by it in the absence of thisSection 10.

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# 11.                                 MiscellaneousProvisions.

## (a)                                  Waiver.  No provision of this Agreement will bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by Executive and by an authorized officer ofthe Company (other than Executive).  Nowaiver by either party of any breach of, or of compliance with, any conditionor provision of this Agreement by the other party will be considered a waiverof any other condition or provision or of the same condition or provision atanother time.

## (b)                                 Headings.  All captions and section headings used inthis Agreement are for convenient reference only and do not form a part of thisAgreement.

## (c)                                  Choiceof Law.  The validity,interpretation, construction and performance of this Agreement will be governedby the laws of the State of California (with the exception of its conflict oflaws provisions).

## (d)                                 Integration.  This Agreement, together with the form ofconfidential information agreement and the standard forms of Equity Awardagreement that describe Executive’s outstanding Equity Awards, represents theentire agreement and understanding between the parties as to the subject matterherein and supersedes all prior or contemporaneous agreements whether writtenor oral.  No waiver, alteration, ormodification of any of the provisions of this Agreement will be binding unlessin a writing and signed by duly authorized representatives of the partieshereto.  In entering into this Agreement,no party has relied on or made any representation, warranty, inducement,promise, or understanding that is not in this Agreement.  Tothe extent that any provisions of this Agreement conflict with those of anyother agreement between the Executive and the Company, the terms in this Agreementwill prevail.

## (e)                                  Severability.  In the event that any provision or anyportion of any provision hereof becomes or is declared by a court of competentjurisdiction to be illegal, unenforceable, or void, this Agreement willcontinue in full force and effect without said provision or portion ofprovision.  The remainder of thisAgreement shall be interpreted so as best to effect the intent of the Companyand Executive.

## (f)                                    Withholding.  All payments made pursuant to this Agreementwill be subject to withholding of applicable income and employment taxes.

## (g)                                 Counterparts.  This Agreement may be executed incounterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument.

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IN WITNESSWHEREOF, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year set forth below.
| COMPANY   | OUTDOOR CHANNEL HOLDINGS, INC. |
|-----------|--------------------------------|
|      |                           |   |
|      | By:                            |   |   |
|      |                           |   |
|      | Title:                         |   |   |
|      |                           |   |
|      |                           |   |
|      |                           |   |
| EXECUTIVE |                           |   |
|      |                           |   |   |
|           |                                |  |  |  |  |  |

 

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**EXHIBIT A**

**RELEASE OF CLAIMS AGREEMENT**

1.               In consideration for the payment of theseverance described in the Change of Control Severance Agreement by and between                         (the “Executive”) and Outdoor Channel Holdings, Inc. (the “Company”), dated asof                          ,20    (the “Severance Agreement”), the Executive for himself,and for his heirs, administrators, representatives, executors, successors andassigns (collectively “Releasers”) does hereby irrevocably and unconditionallyrelease, acquit and forever discharge the Company, its subsidiaries, affiliatesand divisions and their respective, current and former, trustees, officers,directors, partners, shareholders, agents, employees, consultants, independentcontractors and representatives, including without limitation all personsacting by, through under or in concert with any of them (collectively, “Releasees”),and each of them from any and all charges, complaints, claims, liabilities,obligations, promises, agreements, controversies, damages, remedies, actions,causes of action, suits, rights, demands, costs, losses, debts and expenses(including attorneys’ fees and costs) of any nature whatsoever, known orunknown, whether in law or equity and whether arising under federal, state orlocal law and in particular including any claim for discrimination based uponrace, color, ethnicity, sex, age (including the Age Discrimination inEmployment Act of 1967), national origin, religion, disability, or any otherunlawful criterion or circumstance, which the Executive and Releasers had, nowhave, or may have in the future against each or any of the Releasees, includingunder the California Fair Employment and Housing Act (collectively “Executive/ReleaserActions”).

2.               The Executive acknowledges that:(i) this entire Release is written in a manner calculated to be understoodby him; (ii) he has been advised to consult with an attorney beforeexecuting this Release; (iii) he was given a period of twenty-one dayswithin which to consider this Release; and (iv) to the extent he executesthis Release before the expiration of the twenty-one day period, he does soknowingly and voluntarily and only after consulting his attorney. The Executiveshall have the right to cancel and revoke this Release by delivering notice tothe Company prior to the expiration of the seven-day period following the datehereof, and the severance benefits under the Severance Agreement shall notbecome effective, and no payments or benefits shall be made or provided thereunder,until the day after the expiration of such seven-day period (the “RevocationDate”). Upon such revocation, this Release and the severance provisions of theSeverance Agreement shall be null and void and of no further force or effect.

3.               Notwithstanding anything herein to thecontrary, the sole matters to which the Release does not apply are:(i) the Executive’s rights to indemnification (whether arising underapplicable law, the Company’s certificate of incorporation or bylaws,indemnification agreement, board resolution or otherwise)  and directors and officers liabilityinsurance coverage to which he was entitled immediately prior to      with regard to his service as an officer or director of the Company;(ii) the Executive’s rights under any tax-qualified pension or claims foraccrued vested benefits or rights under any other employee benefit 

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plan, policy or arrangement(whether tax-qualified or not) maintained by the Company or under COBRA;(iii) the Executive’s rights as a stockholder of the Company, or (iv) theExecutive’s rights pursuant to the Stock Option Agreement[s] by and between theExecutive and the Company, dated [DATE].

4.               This Release is the complete understandingbetween the Executive and the Company in respect of the subject matter of thisRelease and supersedes all prior agreements relating to the same subjectmatter. The Executive has not relied upon any representations, promises oragreements of any kind except those set forth herein in signing this Release.

5.               In the event that any provision of thisRelease should be held to be invalid or unenforceable, each and all of theother provisions of this Release shall remain in full force and effect. If anyprovision of this Release is found to be invalid or unenforceable, such provisionshall be modified as necessary to permit this Release to be upheld and enforcedto the maximum extent permitted by law.

6.               This Release shall be governed by andconstrued in accordance with the laws of the State of California, withoutreference to principles of conflict of laws.

# 7.               The parties agree that any and all disputesarising out of, or relating to, the terms of this Agreement, theirinterpretation, and any of the matters herein released, shall be subject tobinding arbitration in San Diego, California before the American ArbitrationAssociation under its National Rules for the Resolution of EmploymentDisputes.  The Parties agree that theprevailing party in any arbitration shall be entitled to injunctive relief inany court of competent jurisdiction to enforce the arbitration award.  The Parties agree that the prevailing partyin any arbitration shall be awarded its reasonable attorneys’ fees andcosts.  **The partieshereby agree to waive their right to have any dispute between them resolved ina court of law by a judge or jury. **Thissection shall not prevent either party from seeking injunctive relief (or anyother provisional remedy) from any court having jurisdiction over the Partiesand the subject matter of their dispute relating to Employee’s obligationsunder this Agreement and the agreements incorporated herein by reference.

8.               This Release inures to the benefit of theCompany and its successors and assigns.

*Signature page follows.*

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IN WITNESS WHEREOF, the Parties have executed this Agreement on therespective dates set forth below.

 
|        | OUTDOOR CHANNEL HOLDINGS, INC. |   |
|--------|--------------------------------|--------|
|   |                           |   |
|   |                           |   |
| Dated: |                           |   | By |   |   |
|   | [NAME]                         |   |
|   | [TITLE]                        |   |
|   |                           |   |
|   |                           |   |
|   |                           |   |
|   | [NAME], an individual          |   |
|   |                           |   |
|   |                           |   |
| Dated: |                           |   |   |   |
|   | Employee                       |   |
|        |                                |        |  |  |  |

 

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