UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 19, 2011

Outdoor Channel Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-17287 33-0074499
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
43445 Business Park Drive, Suite 103, Temecula, California   92590
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   951.699.6991

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2011, the compensation committee of the board of directors of the Company approved and adopted both corporate and individual performance goals for the year ending December 31, 2011, or Fiscal 2011, for each of Roger L. Werner, Thomas E. Hornish, Thomas D. Allen, Douglas J. Langston and James E. Wilburn, pursuant to each officer's employment agreements previously included as Exhibits 99.1 and 99.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 20, 2009, Exhibits 99.3 and 99.2 to the Company's Form 8-K filed on July 1, 2010 and Exhibit 99.1 to the Company's Form 8-K on May 9, 2009, respectively.

The corporate performance targets for Fiscal 2011 that were approved for determining whether any cash bonuses are to be paid to these executives for performance, and if so, the amount of such bonuses relate to achieving targeted revenues and profitability. The individual performance goals that were approved were tailored for each executive officer and relate to the following categories: (i) achieving subscriber growth; (ii) ensuring legal and financial compliance and reporting; (iii) identifying and implementing expense savings; (iv) hiring and retaining key employees; and (v) providing leadership and creating a working environment that fosters passion, teamwork and agility within the organization. The performance thresholds and targets for each of the executives vary in detail and subject matter. For Fiscal 2011, the compensation committee also retains the right to pay these executives a fully discretionary bonus, up to a specified maximum amount.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Outdoor Channel Holdings, Inc.
          
January 24, 2011   By:   Thomas E. Hornish
       
        Name: Thomas E. Hornish
        Title: Chief Operating Officer and General Counsel