EXHIBIT 99.1
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
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STOCK OPTION AWARD AGREEMENT
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AWARD NO. _____
You (the "PARTICIPANT") are hereby awarded the following stock
option (the "OPTION") to purchase Common Stock of Outdoor Channel Holdings, Inc.
("the "COMPANY"), subject to the terms and conditions set forth in this Stock
Option Award Agreement (this "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, before exercising this Option.
By executing this Award Agreement, you agree to be bound by
all of the Plan's terms and conditions as if they had been set out verbatim in
this Award Agreement. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this
Award Agreement will be made by the Board of Directors of Outdoor Channel
Holdings, Inc. (the "BOARD") or the Committee pursuant to Section 4 of the Plan,
and that such determinations, interpretations or other actions are (unless
arbitrary and capricious) final, conclusive and binding upon all parties,
including you, your heirs, and representatives. Capitalized terms are defined in
the Plan or in this Award Agreement.
1. VARIABLE TERMS. This Option shall be controlled by and interpreted according
to the following terms, subject to the provisions of the Plan in all instances:
Name of Participant: ___________________________________
Type of Stock Option: Incentive Stock Option/Non-Incentive Stock
Option.
Number of Shares subject to Option: ______________________________
Option Exercise Price per Share: ______________________________
Date of Option Grant: ______________________________
Expiration Date: 5 years after Date of Option Grant.
Early Exercise: |_| If this box is checked, the Participant
may exercise this Option before vesting
occurs, in accordance with Section 6(i) of
the Plan.
Vesting Schedule: The Shares issued or issuable upon exercise
of this Option shall vest as follows:
(i) twenty percent (20%) of the Shares shall
vest ninety (90) days after the Date of
Option Grant specified above (the "Initial
Vesting Date");
(ii) following the Initial Vesting Date, five
percent (5%) of the Shares shall vest each
ninety (90) days thereafter; and
(iii) notwithstanding the foregoing, upon a Change
in Control, the vesting of all Shares issued
or issuable under this Option shall
accelerate, regardless of whether the
vesting requirements set forth herein have
been satisfied.
2. TERM OF OPTION. The term of the Option will expire at 5:00 p.m. (E.D.T. or
E.S.T., as applicable) on the Expiration Date.
3. MANNER OF EXERCISE. The Option shall be exercised in the manner set forth in
the Plan. The amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of the Shares
vested under the Option during any period set forth above, then any Shares
subject to the Option that are not exercised during such period may be exercised
during any subsequent period, until the expiration or termination of the Option
pursuant to Sections 2 and 5 of this Award Agreement and the terms of the Plan.
Fractional Shares may not be purchased.
4. SPECIAL ISO PROVISIONS. If designated as an ISO, this Option shall be treated
as an ISO to the extent allowable under Section 422 of the Code, and shall
otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or within 2 years from the Date of Option Grant, you agree to
deliver a written report to the Company within 10 days following the sale or
other disposition of such Shares detailing the net proceeds of such sale or
disposition.
5. TERMINATION OF CONTINUOUS SERVICE. If your Continuous Service with the
Company is terminated for any reason, this Option shall terminate on the date on
which you cease to have any right to exercise the Option pursuant to the terms
and conditions set forth in Section 6 of the Plan.
6. TRANSFER. This Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.
7. DESIGNATION OF BENEFICIARY. Notwithstanding anything to 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 in the Option 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.
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 Participant, at the address set forth below his or
her signature on the signature page hereto. Each party may, from time to time,
by notice to the other party hereto, specify a new address for delivery of
notices to such party hereunder. Any such notice shall be deemed to be
delivered, given, and received for all purposes as of the date such notice is
received 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
by the Committee, provided that your consent must be obtained for any
modification that adversely alters or impairs any rights or obligations under
this Award Agreement, unless there is an express Plan provision permitting the
Committee to act unilaterally to make the modification.
11. HEADINGS. Section and other headings contained in this Award Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof.
12. SEVERABILITY. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.
13. GOVERNING LAW. This Award Agreement shall be interpreted, administered and
otherwise subject to the laws of the State of Delaware (disregarding
choice-of-law provisions).
14. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
(SIGNATURE PAGE FOLLOWS)
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.
OUTDOOR CHANNEL HOLDINGS, INC.
By:
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A duly authorized Director or Officer
Address: 00000 Xxxxxxxx Xxxx Xxxxx,
Xxxxx 000, Xxxxxxxx, XX 00000
The undersigned hereby accepts the terms of this Award Agreement and
the Plan.
________________________________________
Address: _______________________________
_______________________________
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT A
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PLAN DOCUMENT
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT B
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PROSPECTUS
OUTDOOR CHANNEL HOLDINGS, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT C
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DESIGNATION OF BENEFICIARY
In connection with the STOCK OPTION AWARD AGREEMENT (the "AWARD
AGREEMENT") entered into on _______________, 20__ between Outdoor Channel
Holdings, Inc.. (the "COMPANY") and _______________, an individual residing at
_______________ (the "PARTICIPANT"), the Participant hereby designates the
person specified below as the beneficiary of the Participant's interest in a
stock option to purchase shares of Common Stock (as defined in the Award
Agreement) of the Company awarded pursuant to the Award Agreement. This
designation shall remain in effect until revoked in writing by the Participant.
Name of Beneficiary: ______________________________
Address: ______________________________
______________________________
______________________________
Social Security No.: ______________________________
The Participant understands that this designation operates to
entitle the above-named beneficiary to the rights conferred by the Award
Agreement from the date this form is delivered to the Company until such date as
this designation is revoked in writing by the Participant, including by delivery
to the Company of a written designation of beneficiary executed by the
Participant on a later date.
Date: __________________________________
By: _________________________________
[Participant Name]
Sworn to before me this
____ day of ____________, 20__
________________________________
Notary Public
County of __________________
State of __________________
