OUTDOOR CHANNEL HOLDINGS, INC. JAMES E. WILBURN EMPLOYMENT AGREEMENT

OUTDOOR CHANNEL HOLDINGS, INC.

JAMES E. WILBURN EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of May 6, 2009 by and between Outdoor Channel Holdings, Inc. (the “Company”) and James E. Wilburn (the “Executive”).

1.  Duties and Scope of Employment .

(a)  Positions and Duties . As of May 6, 2009 (the “Effective Date”), Executive will continue to serve as Chief Executive Officer of the Company’s wholly owned subsidiary, Winnercomm, Inc., a Delaware corporation. Executive will continue to report to the Company’s Chief Executive Officer (the “CEO”). As of the Effective Date, Executive will continue to render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the CEO. The period Executive is employed by the Company under this Agreement is referred to herein as the “Employment Term.”

(b)  Obligations . During the Employment Term, Executive will devote substantially all of Executive’s business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of the Company’s corporate guidance and ethics guidelines, conflict of interests policies and code of conduct. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the CEO (which approval will not be unreasonably withheld); provided, however, that Executive may, without the approval of the CEO, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive’s obligations to Company. Executive will be permitted, without constituting a violation of this Section 1(b) to, (i) continue to provide services to, serve on the boards of directors of, and maintain or increase his ownership interests in the entities listed on Exhibit A , and (ii) manage his personal investments, so long as such activities do not materially interfere with his responsibilities under this Agreement. Executive hereby represents and warrants to the Company that Executive is not party to any contract, understanding, agreement or policy, written or otherwise, that would be breached by Executive’s entering into, or performing services under, this Agreement. Executive further represents that he has disclosed to the Company in writing all threatened, pending, or actual claims that are unresolved and still outstanding as of the Effective Date, in each case, against Executive of which he is aware, if any, as a result of his employment with his current employer (or any other previous employer) or his membership on any boards of directors.

(c)  Other Entities . If appointed by the Company, and as agreed to by Executive, Executive agrees to serve, without additional compensation, as an officer and director for each of the Company’s subsidiaries, partnerships, joint ventures, limited liability companies and other affiliates, including entities in which the Company has a significant investment as determined by the Company. As used in this Agreement, the term “affiliates” will include any entity controlled by, controlling, or under common control of the Company.

(d)  Office Location . Executive shall perform his duties under this Agreement, subject to reasonable business circumstances that require travel outside of such location in connection with performing his duties under this Agreement, in the Company’s Tulsa, Oklahoma offices.

2.  At-Will Employment . Executive and the Company agree that Executive’s employment with the Company constitutes “at-will” employment. Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Executive. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive’s termination of employment.

3.  Term of Agreement. This Agre ement will have an initial term commencing on the Effective Date and ending on December 31, 2011 (the “Initial Term”). On each anniversary thereafter, this Agreement automatically will renew for an additional one (1) year term (each, an “Additional Term”) unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal.

4.  Compensation .

(a)  Base Salary . The Company will pay Executive an annual salary of $300,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings. For each calendar year beginning in 2010, if the average percentage change reflected in the Consumer Price Index for the preceding year is positive, Executive’s Base Salary for such calendar year will be increased by the average percentage change reflected in the Consumer Price Index for the preceding year up to a maximum of five percent (5%). The Base Salary increase, if any, will be approved at the first meeting of the Compensation Committee of the Board of Directors (the “Committee”) for such calendar year and shall be effective as of January 1 of such calendar year. By way of example, if the average percentage change from 2008 to 2009 reflected in the Consumer Price Index from the beginning of January 2009 through the end of December 2009 is 4%, Executive’s Base Salary for 2010 will be increased by 4% effective as of January 1, 2010.

(b)  Annual Incentive . For each of the Company’s fiscal years beginning in 2009, Executive will be eligible to receive annual cash incentives payable for the achievement of performance goals established by the CEO, after consultation and discussion with the Committee. During the Employment Term, Executive’s target annual incentive will be not less than fifty percent (50%) of Base Salary (“Target Annual Incentive”). The actual earned annual cash incentive, if any, payable to Executive for any performance period will depend upon the extent to which the applicable performance goal(s) are achieved or exceeded and will be adjusted for under- or over-performance.

(c)  Restricted Stock . As of the Effective Date, Executive has been granted 150,000 shares of restricted stock of the Company (the “Restricted Stock”). The Restricted Stock was granted under and subject to the terms, definitions and provisions of the Plan. The Restricted Stock shall vest as follows:

37,500 shares shall vest on September 30, 2009;

12,500 shares shall vest on December 31, 2009;

Except as provided in this Agreement, the Restricted Stock will be subject to the Company’s standard terms and conditions for restricted share grants under the Plan.

5.  Employee Benefits .

(a)  Generally . Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies and arrangements that are applicable to other executive officers of the Company, as such plans, policies and arrangements may exist from time to time.

(b)  Vacation . Executive will be entitled to receive paid annual vacation in accordance with Company policy for other senior executive officers.

6.  Expenses . The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

7.  Change in Control . Upon a Change in Control, all of Executive’s then outstanding awards relating to the Company’s common stock (whether stock options, stock appreciation rights, shares of restricted stock, restricted stock units, or otherwise) will vest and, to the extent applicable, become immediately exercisable, all restrictions will lapse, and all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. Such awards will be paid or otherwise settled as soon as administratively practicable following the date of the Change of Control (but no more than sixty (60) days following the Change in Control) or, if later, the date of exercise.

8.  Termination of Employment . In the event Executive’s employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) unpaid, but earned and accrued annual incentive for any completed fiscal year as of his termination of employment (including specifically with respect to such unpaid, but earned annual incentive for the calendar year ending on the expiration of the Term); (c) pay for accrued but unused vacation; (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive (e) unreimbursed business expenses required to be reimbursed to Executive, and (f) rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 9.

9.  Severance .

(a)  Termination Without Cause or Resignation for Good Reason . If Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, then, subject to Section 10 and the requirement to delay certain payments in Section 26, and in addition to the amounts provided in Section 8, Executive will receive the following severance benefits from the Company:

(i)  Severance Payment . For a period of sixteen (16) months following the date of such termination, Executive will receive equal, monthly installments of $25,000 (less applicable withholding taxes), resulting in an aggregate severance payment of $400,000 (less applicable withholding taxes).

(ii)  Benefits . The Company agrees to reimburse Executive for the same level of health coverage and benefits as in effect for Executive immediately prior to Executive’s termination; provided, however, that (1) Executive constitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (2) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company will continue to reimburse Executive for continuation coverage through the earlier of (A) sixteen (16) months following the date of Executive’s termination, or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Executive will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period.

(b)  Termination upon Death or Disability . If Executive’s employment is terminated on account of the Executive’s death or Disability, Executive shall receive, in addition to the payments required by Section 8, a portion of his Target Annual Incentive pro-rated from the beginning of the applicable fiscal year in which such termination occurs through the date of termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard plans, programs and practices (if any).

(c)  Voluntary Termination Without Good Reason or Termination for Cause . If Executive’s employment is terminated voluntarily, without Good Reason or is terminated for Cause by the Company, then, except as provided in Section 8, (i) all further vesting of Executive’s outstanding Restricted Stock and any other equity awards granted by the Company to Executive will terminate immediately; (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will be eligible for severance benefits only in accordance with the Company’s then established plans and/or policies (if any).

10.  Conditions to Receipt of Severance; Nondisparagement; No Duty to Mitigate .

(a)  Release of Claims Agreement . The receipt of any severance or other benefits pursuant to Section 9 will be subject to Executive signing and not revoking a release of claims agreement in substantially the form attached as Exhibit B , but with any appropriate reasonable modifications, reflecting changes in applicable law, as is necessary to provide the Company with the protection it would have if the release of claims were executed as of the Effective Date. No severance or other benefits will be paid or provided until the release of claims agreement becomes effective. Executive shall have up to twenty-one (21) days following Executive’s termination of employment to consider and deliver such executed separation and release of claims agreement to the Company. The Company agrees that it will execute and deliver to Executive said separation and release of claims agreement no later than eight (8) days after it receives a copy of such agreement executed by Executive. Company agrees that it will be bound by such separation and release of claims agreement and that same will become effective from and after the effective date thereof, even if Company fails or refuses to execute and deliver same to Executive. The receipt of any severance pursuant to Section 9 will also be subject to, during the Employment Term and the Continuance Period, Executive complying with the non-solicitation and non-competition requirements of Section 10(b).

(b)  Non-solicitation and Non-competition . The receipt of any severance or other benefits pursuant to Section 9 will be subject to Executive agreeing that during the Employment Term and Continuance Period, Executive will not (i) solicit any employee of the Company (other than Executive’s personal assistant) for employment other than at the Company, (ii) directly or indirectly engage in, have any ownership interest in or participate in any entity that as of the date of termination, competes with the Company with respect to Outdoor Programming, or (iii) directly or indirectly engage in, have any ownership interest in or participate in any entity, within any state in the United States where Winnercomm, Inc. conducts business, which is engaged in the primary businesses of Winnercomm, Inc. For purposes of this Agreement, the term “primary businesses” is defined as taped or live, remote production of television shows, web design and the aerial camera service operated by Skycam, Inc. and CableCam, Inc. Executive’s passive ownership of not more than 1% of any publicly traded company and/or 5% ownership of any privately held company will not constitute a breach of this Section 10(b). In addition, Executive’s ownership and involvement with the entities referenced on Exhibit A will also not constitute a breach of this Section 10(b).

(c)  Nondisparagement . During the Employment Term and Continuance Period, Executive will not knowingly and materially disparage, criticize, or otherwise make any derogatory statements regarding the Company. During the Employment Term and Continuance Period, the Company will not knowingly and materially disparage, criticize, or otherwise make any derogatory statements regarding Executive. Notwithstanding the foregoing, nothing contained in this Agreement will be deemed to restrict Executive, the Company or any of the Company’s current or former officers and/or directors from (1) providing information to any governmental or regulatory agency (or in any way limit the content of any such information) to the extent they are requested or required to provide such information pursuant to applicable law or regulation or (2) enforcing his or its rights pursuant to this Agreement.

(d)  Other Requirements . Executive’s receipt of any payments or benefits under Section 9 will be subject to Executive continuing to comply with the terms of the Confidential Information Agreement and the provisions of this Section 10.

(e)  No Duty to Mitigate . Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

11.  Excise Tax .

(a) In the event that the severance and other benefits provided in this Agreement or otherwise payable to Executive constitute “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code, then, except as provided by Section 11(b) below: Executive’s benefits shall be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever of the foregoing amounts results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits. Any reduction in payments and/or benefits required by this Section shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Executive’s equity awards. If two or more equity awards are granted on the same day, the equity awards will be reduced on a pro-rata basis.

(b) Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change in Control (the “Accountants”). For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company will bear all costs the Acco