exv10w34






Exhibit 10.34




STOCK REPURCHASE PLAN AND AGREEMENT




     This Stock Repurchase Plan and Agreement (this “Plan”) made this             day of            by
and between Broker having a place of business at            (“BROKER”)
and Outdoor Channel Holdings, Inc., a Delaware corporation having a place of business at 43445
Business Park Drive, Suite 103, Temecula, California 92590 (“Purchaser”).



     WHEREAS, Purchaser wishes to enter into this Plan for the purpose of establishing and adopting
a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1)
under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).



     WHEREAS, Purchaser is establishing and adopting this Plan to provide for the orderly
repurchase of shares of common stock of Outdoor Channel Holdings, Inc. (the “Stock”), which trade
on the NASDAQ Global Market under the symbol “OUTD”; and



     WHEREAS, subject to the terms and conditions herein, BROKER  shall act as agent on behalf of
Purchaser in connection with this Plan.



     NOW THEREFORE, the parties hereto agree as follows:


A. Purchaser’s Representations, Warranties and Covenants. Purchaser hereby represents and
warrants to and agrees with BROKER as follows:




     1. Purchaser is entering into this Plan in good faith and not as part of a plan or scheme to
evade compliance with the federal securities laws, including the provisions of Rule
10b5-1(c)(1)(ii). Subject to Purchaser’s right to terminate this Plan, Purchaser shall not alter,
modify or deviate from the terms of this Plan while aware of any material non-public information
with respect to itself or its securities.



     2. While this Plan is in effect, Purchaser shall not make any purchase of Stock or otherwise
enter into or alter any corresponding or hedging transaction or position in the Stock, except for
purchases of Stock by BROKER pursuant to this Plan.



     3. Purchaser acknowledges and agrees that the execution and delivery of this Plan by Purchaser
and the transactions contemplated by this Plan will not contravene applicable law or any material
agreement or other instrument binding on Purchaser or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over Purchaser. The transactions to be made
by BROKER for the account of Purchaser pursuant to this Plan will not violate Purchaser’s insider
trading policies.



     4. Purchaser agrees to notify BROKER orally or in writing at the addresses and facsimile numbers
set forth in paragraph E.4 hereof as soon as practicable after Purchaser has knowledge of any
material pending or threatened legal, contractual or regulatory restriction that would restrict,
limit or prohibit the purchase of Stock pursuant to this Plan. Such notice shall indicate, to the
extent then known by Purchaser, the anticipated onset and duration of the restriction, but



 









 







shall not include any other information about the nature of the restriction or its applicability to
Purchaser or Purchaser’s affiliates and shall not in any way communicate any material nonpublic
information about the Purchaser or its securities to BROKER. Any such notice received by BROKER from
Purchaser shall operate to, as indicated in such notice, suspend, amend or terminate this Plan.



     5. Purchaser understands that BROKER may from time to time not be able to effect purchases of the
Stock under the Plan due to market conditions or legal, regulatory or contractual restrictions
applicable to BROKER.



     6. Purchaser agrees that it shall not, directly or indirectly, communicate any material
non-public information relating to itself or its securities to any employee of BROKER or its
affiliates who is involved, directly or indirectly, in executing this Plan at any time while this
Plan is in effect.



     7. Purchaser agrees that, while this Plan is in effect, it shall comply with all laws, rules
and regulations applicable in connection with the execution of this Plan and the transactions
contemplated hereby.



     8. Purchaser acknowledges and agrees that, while this Plan is in effect, Purchaser does not
have, and shall not attempt to exercise, directly or indirectly, any influence over how, when or
whether to effect purchases of Stock pursuant to this Plan.



B. Implementation of the Plan




     1. BROKER may purchase up to $             of shares of Stock (the “Purchase Amount”) on the terms
as set forth on Exhibit A hereto. BROKER shall commence purchases under this Plan on             and may effect such purchases on any day that the principal market on which the Stock trades
is open (each such a potential “Trading Day”) under the ordinary principles of best execution with
no shares to be purchased during the term of this Plan other than in accordance with the guidelines
and provisions set forth herein.



     2. Broker’s Execution. It is understood and agreed that the acceptance of Purchaser’s
orders herein by BROKER does not constitute a guarantee or other assurance of any kind that purchases
of Stock can or will be made at any particular price on any Trading Day. BROKER shall make purchases
under this Plan under ordinary principles of best execution. BROKER will not be liable for any failure
to purchase Stock, or to purchase Stock at any particular price, on any Trading Day, so long as it
exercises reasonable efforts in good faith to execute this Plan in accordance with its terms. BROKER
will comply with all applicable laws, rules and regulations in its execution of the Plan.



     3. Stock Splits, etc. This Plan shall be adjusted automatically on a proportionate
basis to take into account any stock split, reverse stock split or stock dividend with respect to
the Stock or any similar transaction with respect to the Stock that occurs during this Plan.



     4. Rule 10b-18. Each of Purchaser and BROKER agrees to comply with Rule 10b-18 under the
Exchange Act in effecting any purchase of Stock pursuant to this Plan. Specifically,



 









 







BROKER will comply with the timing and volume restrictions of Rule 10b-18, provided that the purchases made
herein are the only purchases subject to such volume calculation.



     5. Recapitalizations. If a merger, acquisition or similar transaction involving a
recapitalization of the Company is announced (a “Recapitalization Transaction”), Purchaser shall
provide BROKER with actual notice of such an event (each, a “Recapitalization Notice”). Such
Recapitalization Notice shall include either (i) a request to cease all purchases of Stock pursuant
to this Plan, or (ii) a request to continue
Purchasers of Stock pursuant to this Plan and providing facts establishing either (a) or (b)
below:




	 	a)	 	Such purchases are effected during a transaction in which the
consideration is solely cash and there is no valuation period; or






	 	b)	 	Each of the following is satisfied:






	 	i.	 	the total volume of Rule 10b-18
purchases effected on any single day will not exceed the lesser of
25% of the Stock’s four-week average daily trading volume (“ADTV”)
or the Purchaser’s average daily Rule 10b-18 purchases during the
three full calendar months preceding the date of the announcement
of such transaction;






	 	ii.	 	the Purchaser’s block purchases
effected pursuant to Rule 10b-18(b)(4) will not exceed the average
size and frequency of the Purchaser’s block purchases effected
pursuant to Rule 10b-18(b)(4) during the three full calendar months
preceding the date of the announcement of such transaction; and






	 	iii.	 	such purchases are not otherwise
restricted or prohibited.





     Any and all such Recapitalization Notices shall not in any way communicate any material
nonpublic information about the Company or its securities to BROKER. Purchaser shall be liable to BROKER
for any damages resulting from any and all purchases of Stock made by BROKER that were not in
compliance with Rule 10b-18 as a result of Purchaser’s failure to provide BROKER with such actual
notice or as a result of Purchaser providing inaccurate information to BROKER. If such
Recapitalization Notice requests that purchases be suspended, purchases pursuant to this Plan may
not resume until Purchaser provides BROKER with a request to resume purchases pursuant to this Plan.



     5. Compensation. Purchaser will pay to BROKER the fees and commissions set forth on
Exhibit B attached hereto in connection with this Plan and the transactions contemplated
hereby.



     6. Notification of Purchases. BROKER will provide Purchaser, as soon as reasonably
practicable but not less than daily, reports of purchases executed under this Plan, at the number
or address set forth in section E.4 hereof.



 









 





     7. Amendment. Any alteration or modification of this Plan by Purchaser will be made
in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. In
particular, subject to Purchaser’s right to terminate this Plan, Purchaser shall not alter, modify
or deviate from the terms of this Plan while aware of any material non-public information with
respect to itself or its securities.



C. Termination or Suspension




     1. This Plan may not be terminated or suspended prior to the time designated pursuant to
paragraph C.2 hereof, except that it may be suspended or terminated upon written notice at any time
from Purchaser to the address or facsimile numbers set forth in paragraph E.4 hereof. Each such
notice from Purchaser shall indicate whether the Plan is being suspended or terminated and, in the
event of suspension, the expected duration of
the suspension, but shall not in any way communicate any material nonpublic information about
Purchaser or its securities to BROKER.



     2. This Plan will automatically terminate on the earliest of (a) the date on which BROKER
receives notice of the commencement of any proceedings in respect of or triggered by any bankruptcy
or insolvency of Purchaser; (b) the date of BROKER’s election, upon any failure by Purchaser to pay
for securities purchased hereunder; (c) the time at which the aggregate fund limit set forth in
Exhibit A has been achieved; and (d) the close of business on            .



D. Limitation of Liability




     1. Notwithstanding any other provision hereof, neither Purchaser nor BROKER shall be liable to
the other for:




	 	(a)	 	special, indirect, punitive, exemplary or consequential
damages, or incidental losses or incidental damages of any kind, even if
advised of the possibility of such losses or damages or if such losses or
damages could have been reasonably foreseen, or






	 	(b)	 	any failure to perform or to cease performance or any delay
in performance that results from a cause or circumstance that is beyond its
reasonable control, including but not limited to failure of electronic or
mechanical equipment, strikes, failure of common carrier or utility systems,
severe weather, market disruptions or other causes commonly known as “acts of
God”.





     2. Purchaser has consulted with its own advisors as to the legal, tax, business, financial and
related aspects of, and has not relied upon BROKER or any person affiliated with BROKER in connection
with, Purchaser’s adoption and implementation of this Plan.



     3. Purchaser acknowledges and agrees that in performing its obligations under this Plan
neither BROKER nor any of its affiliates nor any of their respective officers, employees or other



 









 







representatives is exercising any discretionary authority or discretionary control respecting
management of Purchaser’s assets, or exercising any authority or control respecting management or
disposition of Purchaser’s assets, or otherwise acting as a fiduciary (within the meaning of
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section
2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to
Purchaser or Purchaser’s assets. Without limiting the foregoing, Purchaser further acknowledges and
agrees that neither BROKER nor any of its affiliates nor any of their respective officers, employees
or other representatives has provided any “investment advice” within the meaning of such
provisions, and that no views expressed by any such person will serve as a basis for investment
decisions with respect to Purchaser’s assets.



     4. Purchaser agrees to indemnify and hold harmless BROKER and its officers, directors, employees,
agents and affiliates from and against any losses, liabilities, claims, damages and expenses
(“Losses”), including but not limited to reasonable attorneys’ fees and the costs of investigating
or defending any matter, arising out of or incurred in
connection with this Plan, except to the extent Losses have resulted primarily and directly
from the fraud, bad faith, gross negligence or willful misconduct of BROKER.



E. General




     1. Purchaser and BROKER acknowledge and agree that BROKER is acting as broker for Purchaser in
connection with this Plan and that Purchaser is a “customer” of BROKER within the meaning of Section
741(2) of Title 11 of the United States Code (the “Bankruptcy Code”). Purchaser and BROKER further
acknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section
741(7) of the Bankruptcy Code, entitled to all of the protections given such contracts under the
Bankruptcy Code.



     2. This Plan constitutes the entire agreement between the parties and supercedes any prior
agreements or understandings with respect to the subject matter hereof; provided that the terms and
conditions of any agreement(s) governing Purchaser’s account(s) with BROKER and its affiliates shall
continue to apply with respect to the matters governed thereby and are hereby ratified and
confirmed.



     3. This Plan may be amended by Purchaser and may be reinstated following any suspension only
with the written consent of BROKER.



     4. All notices to Purchaser and BROKER under this Plan shall be given to all of the following
persons in the manner specified by this Plan by telephone, confirmed immediately in writing by
facsimile, email or overnight courier:



	 	 	 	 	 
	 	If to Purchaser:
	 	Outdoor Channel Holdings, Inc

ATTN: Thomas E. Hornish, COO & General Counsel

43445 Business Park Drive, Suite 103,

Temecula, California 92590

Fax: 1-951-676-9260	 






 









 







	 	 	 	 	 
	 	with a copy to:
	 	Wilson Sonsini Goodrich & Rosati

ATTN: Martin J. Waters, Esquire

12235 El Camino Real, Suite 200

San Diego, CA 92130

Fax: (858) 350-2399	 
	 
	 	If to BROKER:
	 	                                 

                                 

                                 

                                 

                                 

                                 	 






     5. Each party’s respective rights and obligations under this Plan may not be assigned or
delegated without the prior written permission of the other parties. Notwithstanding the foregoing,
it is understood and agreed that BROKER may utilize the services of brokers and other intermediaries
in connection with making the purchases of Stock hereunder, without the consent of Purchaser.



     6. This Plan may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument.
Delivery of an executed counterpart of this Plan by telecopier or facsimile transmission shall
constitute due and effective delivery thereof.



     7. If any provision of this Plan is or becomes inconsistent with any applicable present or
future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded
in order to comply with the relevant law, rule or regulation. All other provisions of this Plan
will continue and remain in full force and effect.



     8. All transactions contemplated under this Plan shall be effected in the State of Delaware.
This Plan, and all transactions contemplated hereunder, shall be governed by and construed in
accordance with the laws of the State of Delaware.




 












 





     IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date first written above.



	 	 	 	 	 
	 	 BROKER

	 
	 
	 	Name:	 	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 



	 	 	 	 	 
	 	OUTDOOR CHANNEL HOLDINGS,
INC.
	 
	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 



[Signature Page to Stock Repurchase Plan and Agreement]