**Exhibit10.6**

 

**AMENDED ANDRESTATED**

**CROWN MEDIAHOLDINGS, INC.**

**RESTRICTEDSTOCK UNIT AGREEMENT**

 

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (the “AmendedAgreement”) is made and entered into as of May 25, 2004, by and between CrownMedia Holdings, Inc. a Delaware corporation (“Crown”) and David Evans(“Executive”) pursuant to the terms and conditions of the Amended and RestatedCrown Media Holdings, Inc. 2000 Long Term Incentive Plan (the “Plan) and herebyamends and restates the Restricted Stock Unit Agreement between the parties(“Agreement”) dated as of May 29, 2003 (“Grant Date”). Capitalized terms notdefined in this Amended Agreement shall have the meanings set forth in thePlan.

 

1.  Award of Restricted Stock Units.  Pursuant to the Plan, Crown awarded to Executive on the GrantDate, 833,056 Restricted Stock Units (“RSUs”).   Each unit corresponds to one share of Crown Common Stock (asdefined in the Plan) and shall be subject to the terms and conditions set forthin this Amended Agreement and the Plan. A copy of the Plan has been deliveredto the Executive.  By signing below, theExecutive reaffirms his agreement to be bound by all the provisions of thePlan.   Each RSU constitutes anunsecured promise of Crown to deliver either a share of Common Stock or cash inan amount equivalent to one share of Common Stock to Executive on the DeliveryDate (as defined below). As a holder of RSUs, Executive has only the rights ofa general unsecured creditor of Crown.

 

2.  Vesting.  Subjectto Section 4 of this Agreement, the RSUs shall vest and becomenonforfeitable in equal one-half installments on each of January 3, 2005(“First Vesting Date”) and January 2, 2006 (“Second Vesting Date”).  The First Vesting Date, the Second VestingDate and the date on which any one of the events in Section 4 occurs shallbe a “Vesting Date.”

 

3.  Settlementof RSU Award.

 

(a) Settlement. Crownshall deliver to Executive on the Delivery Date, at Crown’s sole, absolute andunfettered discretion, either: (1) the number of shares of Common Stockcorresponding to such RSUs; or (2) cash in an amount equal to the number ofshares of Common Stock corresponding to such RSUs multiplied by the Fair MarketValue (as defined below) of the Common Stock as of the close of business on theVesting Date (or, if such Vesting Date does not fall on a business day, as ofthe close of business on the business day immediately preceding the VestingDate) unless Executive has otherwise elected to defer receipt of such award inaccordance with Committee authorization or pursuant to the terms of anonqualified plan adopted by Crown. Crown shall have sole, absolute andunfettered discretion in determining whether to deliver shares of Common Stockor the cash equivalent; provided, however, that the Committee will notifyExecutive of its intent regarding the form of settlement with respect to

 

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the RSUs (i.e., cash or Common Stock) prior to theenrollment period specified in the nonqualified deferred compensation planadopted by Crown.

 

(b) Dividend and StockSplit Equivalents. For so long as Executive holds RSUs, at the time anydividend is paid with respect to a share of Common Stock or any forward stocksplit occurs, Crown shall credit to the RSU award of the Executive on the samedate (or as soon as practicable thereafter) in respect of each RSU held by theExecutive as of the record date for such dividend or split an amount at Crown’ssole, absolute and unfettered discretion, in cash, Common Stock, or otherproperty, or in a combination thereof, in each case having a value equal to thedividend or split, subject to any deferral election by Executive in accordancewith Committee authorization or pursuant to the terms of a nonqualified planadopted by Crown. Such amounts shall vest and shall be paid at the same time asthe underlying RSU award is settled.

 

4.  Terminationof RSUs; Accelerated Vesting.

 

(a)                                   Executive’s rights with respect to anyoutstanding unvested RSUs shall immediately terminate and no payment shall bemade in respect of such RSUs (i) with respect to the First Vesting Date, ifprior to such date, Executive experiences a Termination of Employment (asdefined in the Plan) with Crown, excluding a Normal Retirement or (ii) withrespect to the Second Vesting Date, if prior to September 17, 2005,Executive experiences a Termination of Employment (as defined in the Plan) withCrown, excluding Normal Retirement. Notwithstanding the foregoing, alloutstanding unvested RSUs shall vest immediately by reason of: (1) a Change inControl if Executive is employed by Crown as of the date of a Change inControl; (2) Executive’s involuntary Termination of Employment without Cause;(3) the death of the Executive; or (4) the Disability of the Executive resultingin Executive’s Termination of Employment.

 

5.  Definitions.For purposes of this Agreement:

 

(a)                                  “Change in Control” means Change in Controlas defined in the Plan; provided, however, that for purposes of this Agreement,any sale, merger or other disposition or sale of substantially all of theassets of the Crown subsidiary or affiliate for which Executive is principallyemployed which results in Termination of Employment without Cause ofExecutive’s employment shall also be a Change in Control.

 

(b)                                 “Delivery Date” means the date immediatelyfollowing a given Vesting Date.

 

(c)                                  “Fair Market Value” means “Fair Market Value”as defined in the Plan; provided, however, that if there is no regular publictrading market for such Common Stock, “Fair Market Value” shall mean the

 

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value established by the most recent independent appraisal of Crownconducted prior to the relevant Delivery Date.

 

(d) “Normal Retirement”means the retirement of Executive from Crown at the “normal retirement age” asdefined in the Hallmark Employees Affiliates Savings Plan, or any successorplan.

 

6.  WithholdingTax.  Executive may be subject towithholding taxes as a result of the settlement of RSUs. Unless the Committeepermits otherwise, Executive shall pay to Crown in cash, promptly when theamount of such obligations become determinable, all applicable federal, state,local and foreign withholding taxes that Crown determines result from suchsettlement.  Unless the Committee otherwisedetermines and subject to such rules and procedures as the Committee mayestablish, Executive may make an election to have shares of Stock withheld byCrown or to tender any such securities to Crown to pay the amount of tax thatCrown in its discretion determines to be required so to be withheld by Crownupon settlement of RSUs, subject to satisfying any applicable requirements forcompliance with Section 16(b) of the Exchange Act. Any shares of Stock orother securities so withheld or tendered will be valued as of the date they arewithheld or tendered, provided that Stock shall be valued at Fair Market Valueon such date. Unless otherwise permitted by the Committee, the value of shareswithheld or tendered may not exceed the minimum federal, state, local andforeign withholding tax obligations as computed by Crown.

 

7.  Non-transferability.No RSUs shall be assignable or otherwise transferable by Executive. During thelife of Executive any elections with respect to RSUs may be made only byExecutive or Executive’s guardian or legal representative.

 

8.  Counterparts.  ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

 

9.  Governing Law.  This Agreement shall be governed by the laws of the State of Delaware,without regard to conflict of law principles.

 

 
|   | CROWN  MEDIA HOLDINGS, INC. |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         | /s/  C. Stanford |   |
|   |                        |
|   | Title:                      |   EVP - Leg. and Bus. Affairs |   |
|   |                        |
|   |                        |
|   | /s/ DAVID J. EVANS          |   |
|   | EXECUTE                     |
|        |                             |  |  |  |  |

 

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