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 PUS AWARDED HEREBY.
YOU SHALL DESIGNATE THE
BENEFICIARY BY COMPLETING AND EXECUTING A DESIGNATION OF BENEFICIARY AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C (THE "DESIGNATION OF
BENEFICIARY") AND DELIVERING AN EXECUTED COPY OF THE DESIGNATION OF BENEFICIARY
TO THE COMPANY.
7.
INCOME TAXES AND DEFERRED COMPENSATION.
THE PARTICIPANT IS
SOLELY RESPONSIBLE AND LIABLE FOR THE SATISFACTION OF ALL TAXES AND PENALTIES
THAT MAY ARISE IN CONNECTION WITH THIS AWARD (INCLUDING ANY TAXES ARISING UNDER
SECTION 409A OF THE CODE), AND THE COMPANY SHALL NOT HAVE ANY OBLIGATION TO
INDEMNIFY OR OTHERWISE HOLD ANY PARTICIPANT HARMLESS FROM ANY OR ALL OF SUCH
TAXES.
THE COMMITTEE SHALL HAVE THE DISCRETION TO UNILATERALLY MODIFY THIS
AWARD IN A MANNER THAT (I) CONFORMS WITH THE REQUIREMENTS OF SECTION 409A OF THE
CODE, (II) THAT VOIDS ANY ELECTION OF THE PARTICIPANT TO THE EXTENT IT WOULD
VIOLATE SECTION 409A OF THE CODE, AND (III) FOR ANY DISTRIBUTION ELECTION THAT
WOULD VIOLATE SECTION 409A OF THE CODE, TO MAKE DISTRIBUTIONS PURSUANT TO THE
AWARD AT THE EARLIEST TO OCCUR OF A DISTRIBUTION EVENT THAT IS ALLOWABLE UNDER
SECTION 409A OF THE CODE OR ANY DISTRIBUTION EVENT THAT IS BOTH ALLOWABLE UNDER
SECTION 409A OF THE CODE AND IS ELECTED BY THE PARTICIPANT, SUBJECT TO ANY VALID
SECOND ELECTION TO DEFER, PROVIDED THAT THE COMMITTEE PERMITS SECOND ELECTIONS
TO DEFER IN ACCORDANCE WITH SECTION 409A(A)(4)(C).
THE COMMITTEE SHALL HAVE THE
SOLE DISCRETION TO INTERPRET THE REQUIREMENTS OF THE CODE, INCLUDING
SECTION 409A, FOR PURPOSES OF THE PLAN AND THIS AWARD AGREEMENT.
8.
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
2
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.
9.
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.
10.
MODIFICATIONS.
THIS AWARD AGREEMENT MAY BE MODIFIED OR AMENDED AT
ANY TIME, IN ACCORDANCE WITH SECTION 15 OF THE PLAN AND PROVIDED THAT YOU MUST
CONSENT IN WRITING TO ANY MODIFICATION THAT