**Exhibit 10.1**

 
|        |
|--------|
|   |   |
|   | **David Evans** |
|   | *President & Chief Executive Officer* |
|   | Crown Media  Holdings, Inc. |

 

 

July 9, 2004

 

Jeff Henry

9 Fairmile Lane

Cobham, Surrey

United Kingdom KT1112DL

 

Dear Jeff,

 

This will confirm ourunderstanding regarding settlement of your March 12, 2004 “EmploymentAgreement” with Crown Media International, LLC (“Crown”) in the event of a saleor other transaction involving our international business.

 

While your Employment Agreementmay be assumed by a buyer of Crown’s international assets, we realize that youmay elect not to continue employment with that buyer.  Accordingly, Crown Media Holdings, Inc. has agreed to thefollowing if there is transaction involving Crown Media International, LLC orCrown Entertainment Limited which affects your position:

 

If, as a part of thetransaction, your Employment Agreement is assumed by a buyer of one of theseentities but, after due consultation with me or the then-current ChiefExecutive Officer of Crown Media Holdings you do not elect to be employed bythe buyer, then you will have the right to terminate your Employment Agreementby written notice.  Such terminationwill be effective on the date which is the later of 45 days after the effectivedate of the transaction or 45 days after our receipt of your notice.  Within 15 days of the effective date of yourtermination of the Employment Agreement, we will pay you the present value ofthe remaining salary and bonuses which would have been payable to you underParagraphs 3(a) and (b) of your Employment Agreement.  This payment, however, will be offset by any amounts you receivefrom a buyer in discharge or settlement of the Employment Agreement.  Also, the provisions of clauses 5 (a) and7(b) of your Employment Agreement shall survive any termination thereof(provided that clause 7(b) will apply only to individuals who are employees ofCrown Media Holdings, Inc. or its then-current subsidiaries at the time of thesolicitation.

 
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| 12700 Ventura Boulevard, Studio City, CA 91604**Ph**: 818.755.2670 **Fx**: 818.755.2674  davidevans@hallmarkchannel.com |

 

 

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In the event your EmploymentAgreement is not assumed by a buyer or the Crown operations with which you areassociated are not actually sold and you remain with Crown, you will beeligible for the same “Retention Bonus” as that which has been extended toother senior employees of the international operations.  The amount of this bonus, however, will beoffset by any other special bonuses which the Crown Media Holdings, Inc. Boardof Directors may award you in connection with the international transaction.

 

This agreement is inrecognition of your extraordinary contributions to the growth and success ofCrown’s UK and EMEA operations and your efforts in assisting us in finding anappropriate buyer which can capitalize on this success.

 
|   | Sincerely,       |
|--------|------------------|
|   |             |
|   |             |
|   | /s/ David  Evans |   |
|   | David Evans      |

 

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