Exhibit 10.1


 


OPTIONHOLDERS

REGISTRATION RIGHTS AGREEMENT


 


THIS OPTIONHOLDERS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December
5, 2005, by and among OUTDOOR CHANNEL HOLDINGS, INC., a Delaware corporation
(the “Company”), and each of the persons named on the signature pages hereto
(referred to herein individually as a “Holder” and, collectively, as “Holders”).


 


RECITALS


 


A.                                   As
of the date of this Agreement, each Holder owns that number of certain options
as specified opposite their respective signature hereto (collectively, the “Options”)
exercisable into shares of Common Stock (the “Shares”).


 


B.                                     The
Company desires to provide the Holders an incentive to exercise the Options by
registering the Shares for resale on a Form S-3 registration statement.


 


In
consideration of the mutual promises, representations, warranties, covenants
and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto mutually agree as follows:


 


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:


 


“1933
Act” or the “Act” shall mean the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect from time to time.


 


“Commission”
or “SEC” shall mean the United States Securities and Exchange Commission.


 


“Common
Stock” shall mean the voting shares, $0.001 par value per share, of the
Company.


 


“Proposed
Registration” means a Registration Statement on Form S-3 filed by the Company on
or about December 5, 2005 pursuant to which the Company proposes to
register the Shares for the Holders for resale.


 


“Violation”
shall mean:  (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Proposed Registration, or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or otherwise necessary
to make the statements therein not misleading.


 





















 


2.                                       Registration
Rights.


 


2.1                                 Proposed
Registration.  Subject to the terms
and conditions contained in this Agreement, the Company has agreed to register the
Shares for resale by the Holders.


 


2.2                                 Option
Exercises.  Each Holder agrees to
complete such exercise notices, agreements and other documentation as
reasonably permitted by the Company in order to facilitate the exercise of the
Options and to provide for the direct payment to the Company of that portion of
the proceeds as the Company may request in order to pay the option exercise
price and any required tax withholdings, if applicable.


 


2.3                                 Furnish
Information.  Each Holder agrees to
(i) furnish to the Company such true and correct information regarding such
Holder and the Options held by such Holder for use in connection with the
Proposed Registration as the Company may request, and (ii) cooperate with the
Company and its counsel in connection with the Proposed Registration.  Each Holder agrees to review the disclosures
pertaining to such Holder contained in the prospectus relating to the Proposed
Registration and to promptly notify the Company to the extent any such disclosures
contain an untrue statement of a material fact or otherwise omits to state
therein a material fact required to be stated therein or otherwise necessary to
the make the statements therein not misleading. 
To the extent that any Holder receives any confidential information regarding
the Company in connection with the Proposed Registration, such Holder agrees to
keep such information confidential and not to disclose such information.


 


3.                                       Registration
Expenses; Information.  The Company
shall pay the following expenses incurred by the Company in complying with
Section 2 hereof:  SEC registration fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, transfer taxes, fees of transfer agents and
registrars.  Each Holder shall bear such
Holder’s own selling costs, commissions, underwriters’ discounts, and other
expenses in connection with the Proposed Registration and the sale of the
Shares, including, but not limited to, expenses and fees of counsel for such Holder,
and expenses and fees for a custodian (if necessary).


 


4.                                       Indemnification.


 


4.1                                 Holder’s
Indemnity.  Each Holder whose Shares
are included in the Proposed Registration for resale agrees, severally, and not
jointly, to the extent permitted by law, to indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
registration statement for the Proposed Registration, and each person who
controls the Company (within the meaning of the 1933 Act), against any losses,
claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject (i) under the 1933 Act, or other federal
or state law insofar as such losses, claims, damages or liabilities (or action
with respect thereto) arise out of or are based upon any Violation which occurs
in reliance upon and in conformity with information furnished by such Holder to
the Company for use in


 


2





















 


connection with such registration, including information contained in
any applicable questionnaire completed by the Holder or (ii) as a result of any
breach by such Holder of the terms and conditions contained in this Agreement.  Each Holder whose shares are included in the
Proposed Registration agrees to reimburse the Company, each of its directors,
its officers who signed the registration statement for the Proposed
Registration, and each person who controls the Company for any out-of-pocket
legal or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage or liability, as such expenses are incurred.


 


4.2                                 Limitations.  If the indemnification provided for in this
Section 4 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any losses, claims, damages or
liabilities referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand, and of the
indemnified party on the other hand, in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. 
The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state
a material fact related to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


4.3                                 Additional
Provisions.  The obligations of each
Holder under this Section 4 shall survive the completion of any offering
of such Holder’s Shares in the Proposed Registration pursuant to this
Agreement.


 


5.                                       Miscellaneous


 


5.1                                 Governing
Law.  This Agreement shall be
governed by and construed under the laws of California, without giving effect
to the conflicts of laws principles thereof.


 


5.2                                 Successors
and Assigns.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties hereto.  This Agreement and the rights and obligations
hereunder shall not be assignable by Holders without the prior written consent
of the Company.


 


3





















 


5.3                                 Severability.  If any provisions of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other persons or circumstances shall be interpreted so as best to
reasonably effect the intent of the parties hereto.


 


5.4                                 Entire
Agreement.  This Agreement and the
documents referenced herein constitute the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof and thereof and
supersede all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, among the
parties with respect hereto and thereto.


 


5.5                                 Amendment
and Waivers.  Any term or provision
of this Agreement may be amended with respect to a particular Holder, and the
observance of any term of this Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively) with respect
to a particular Holder only by a writing signed by the Company and such Holder.


 


5.6                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original as against any party whose
signature appears thereon, and all of which together shall constitute one and
the same instrument.


 


[signature pages follow]


 


4





















 


[Company signature page]


 


IN
WITNESS WHEREOF, this Agreement is hereby executed as of the date first above
written.


 


 


	
  “COMPANY”

  	
  OUTDOOR CHANNEL
  HOLDINGS, INC.

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ Perry T. Massie

  	
   

  
	
   

  	
  Name:

  	
   

  	
   Perry T. Massie

  	
   

  
	
   

  	
  Title:

  	
   

  	
   President & CEO

  	
   

  
							



 





















 


	
  “HOLDER”

  	
   

  
	
   

  	
  /s/
  Elizabeth J. Sanderson

  	
   

  
	
  487,500 Options

  	
  Name: Elizabeth J.
  Sanderson

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  710 Cherry St.

  Seattle, WA 98104

  
				



 





















 


	
  “HOLDER”

  	
   

  
	
   

  	
  /s/
  Ray V. Miller

  	
   

  
	
  231,484 Options

  	
  Name: Ray V. Miller

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  9449 State Hwy. 197 S.

  Burnsville, NC 28714