**Exhibit10.2**

**CROWN MEDIA HOLDINGS, INC.**

**2006 RESTRICTEDSTOCK UNIT AGREEMENT**

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”)is made and entered into as of October 3, 2006 (the “Grant Date”), by andbetween Crown Media Holdings, Inc. a Delaware corporation (“Crown”) and HenrySchleiff (“Executive”) pursuant to the terms and conditions of the Amended andRestated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan (the “Plan”).Capitalized terms not defined in this Amended Agreement shall have the meaningsset forth in the Plan. 

1.             Awardof Restricted Stock Units*.*

(a)           GeneralAward*.*Pursuant to the Plan, Crown awards toExecutive 200,000 Restricted Stock Units (“RSUs”), each unit corresponding toone share of Crown Common Stock (as defined in the Plan), subject to the termsand conditions set forth in this Agreement and the Plan. This grant reflects atwo-year grant. Crown also awards the additional Performance RSUs that may bevested under Section 2(b)(i)(A) and Section 2(b)(iii). A copy of the Plan hasbeen delivered to the Executive. By signing below, the Executive agrees to bebound by all the provisions of the Plan. Each RSU constitutes an unsecuredpromise of Crown to deliver either a share of Common Stock or cash in an amountequivalent to one share of Common Stock to Executive on the Delivery Date (asdefined below). As a holder of RSUs, Executive has only the rights of a generalunsecured creditor of Crown. 

(b)           Typesof RSUs*.*Of the total 200,000 RSUs granted toExecutive, 100,000 shall be deemed to be Employment RSUs and 100,000 shall bedeemed to be Performance RSUs. Vesting of Performance RSUs shall depend onthose four significant distribution agreements identified on Schedule I hereto(the “Major Distribution Agreements”) being Renewed by Crown or its subsidiary.The applicable provisions of this Agreement shall be specified by type of RSU,and if not so specified, shall apply to all RSUs granted hereunder. 

2.             Vesting*.*

(a)           EmploymentRSUs*.*Subject to continued employment withCrown and/or its affiliates as of the fourth anniversary of the Grant Date(unless one of the events enumerated in Section 4 of this Agreement shall haveearlier occurred) the Employment RSUs shall vest and become nonforfeitable onthe fourth anniversary of the Grant Date. 

(b)           PerformanceRSUs**

                (i)            *Achieved PerformanceRSUs.*Performance RSUs are eligible to vest as set forth below,provided however, that only one of the following A-E shall apply and that whichis applicable shall be the “Achieved Performance RSUs”:

                                                                (A)          150% of Performance RSUs if at least three of the MajorDistribution Agreements are Renewed by November 8, 2007 and the fourth MajorDistribution Agreement is Renewed prior to its expiration date or within 120days thereafter.

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                                                                (B)           100% of Performance RSUs if at leastthree of the Major Distribution Agreements are Renewed by November 8, 2007 andthe fourth Major Distribution Agreement is Renewed but not prior to itsexpiration or within 120 days thereafter. 

                                                                (C)           100% of Performance RSUs if all MajorDistribution Agreements are Renewed on or prior to each agreement’s expirationdate. 

                                                                (D)          65%of Performance RSUs if all Major Distribution Agreements are Renewedwithin 120 days after expiration. 

                                                                (E)           0% of Performance RSUs if all MajorDistribution Agreements are not Renewed as outlined in any of A-D above. 

(ii)           *FirstVesting.*Subject to continued employment with Crown or one of itsaffiliates, 65% of the Achieved Performance RSUs shall vest and becomenonforfeitable when the fourth Major Distribution Agreement is Renewed inaccordance with one of Section 2(b)(i) A-E above (the “First Vesting”). 

(iii)          *SecondVesting.*Subject to Executive being employed by Crown or one of itsaffiliates as of the date of the First Vesting, and subject to Section 2(b)(iv)below, the remaining Achieved Performance RSUs shall vest and becomenonforfeitable on December 31, 2008 in accordance with the following formula:(Achieved Performance RSUs *multiplied times*theModifier) *less*the AchievedPerformance RSUs settled in the First Vesting, where the Modifier is as setforth below:

| Subscriber Revenue  Achieved for 2008 | ** ** | **Modifier** | ** ** |
|------------------------------------------------------|------------|--------------|------------|
|                                                 |       |         |       |
| Less than $47.86  mil                                |       | 65           | %          |
| $47.86 mil to 55.17 mil                              |       | 85           | %          |
| $55.17 mil to  61.93 mil                             |       | 100          | %          |
| $61.93 mil or more                                   |       | 135          | %          |

 

                (iv)          *Discretion.*The Committee shall have the discretion to increase or decrease theModifier set forth in 2(b)(iii) above by 20%. The Committee shall also have thediscretion to extend deadlines for the satisfaction of vesting in the event thatrenegotiation due to most favored nations clauses or other factors beyond thecontrol of Crown delays finalizing Renewal of one or more Major DistributionAgreements. 

                (v)           Notwithstanding Section 4 hereof, inthe event of Executive’s involuntary Termination of Employment without Cause orExecutive’s Termination of Employment for Good Reason within 90 days prior to aVesting Date for Performance RSUs, the Performance RSUs shall vest inaccordance with Section 2(b) as though Executive were still employed by Crownon that Vesting Date.

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3.             Settlementof RSU Award. 

(a)           Settlement*.*Subject to any cancellation of RSUs pursuant to Section 4,Crown shall deliver to Executive on the Delivery Date, at Crown’s sole,absolute and unfettered discretion, either: (1) the number of shares of CommonStock corresponding to such RSUs; or (2) cash in an amount equal to the numberof shares of Common Stock corresponding to such RSUs multiplied by the averageof the Fair Market Value (as defined below) of the Common Stock for theimmediately preceding 14 business days including the Vesting Date (or, if suchVesting Date does not fall on a business day, as of the business dayimmediately preceding the Vesting Date) unless Executive has otherwise electedto defer receipt of such award in accordance with Committee authorization orpursuant to the terms of a nonqualified plan adopted by Crown. Crown shall havesole, absolute and unfettered discretion in determining whether to delivershares of Common Stock or cash in an amount equivalent to the number of sharesof Common Stock on the Vesting Date. 

                (b)           Dividendand Stock Split Equivalents. For so long as Executive holds RSUs, at thetime any dividend is paid with respect to a share of Common Stock or anyforward stock split occurs, Crown shall credit to the RSU award of theExecutive on the same date (or as soon as practicable thereafter) in respect ofeach RSU held by the Executive as of the record date for such dividend or splitan amount at Crown’s sole, absolute and unfettered discretion, in cash, CommonStock, or other property, or in a combination thereof, in each case having avalue equal to the dividend or split, subject to any deferral election byExecutive in accordance with Committee authorization or pursuant to the termsof a nonqualified plan adopted by Crown. Such amounts shall vest and shall bepaid on a *pro rata*basis at thesame time as the underlying Employment or Performance RSU award with which suchdividend or stock split is associated is settled. 

                4.             Terminationof RSUs and Non-Delivery Upon Certain Other Events. 

Subject to Section 5 hereof, Executive’s rights withrespect to any outstanding unvested RSUs shall immediately terminate and nopayment shall be made in respect of such RSUs if, prior to the Vesting Date,Executive experiences a Termination of Employment (as defined in the Plan). 

*               *5*.            *Acceleration of Vestings. 

(a)           EmploymentRSUs*.*Notwithstanding Section 4 hereof, anyoutstanding unvested Employment RSUs shall vest immediately upon an Executive’sTermination of Employment by reason of: (1) the death of the Executive; (2) theDisability of the Executive; or (3) an Executive’s involuntary Termination ofEmployment without Cause or Executive’s Termination of Employment for GoodReason within 90 days prior to or 90 days after the date on which a Change inControl occurs. 

                (b)           PerformanceRSUs. Notwithstanding Section 4 hereof, any outstanding Performance RSUsshall vest immediately upon an Executive’s involuntary Termination ofEmployment without Cause or Executive’s Termination of Employment for GoodReason within 90 days prior to or 90 days after the date on which a Change inControl occurs.

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                6.             Definitions.For purposes of this Agreement: 

                (a)           “DeliveryDate” with respect to Employment RSUs or the First Vesting of Performance RSUspursuant to Section 2(b)(ii) shall mean any date designated by Crown withinthirty (30) days following a given Vesting Date. “Delivery Date” with respectto the Second Vesting of Performance RSUs pursuant to Section 2(b)(iii) shallmean the later of thirty (30) days following a given Vesting Date or fifteen(15) days following the issuance of Crown’s audited financials for 2008. 

                (b)           “FairMarket Value” shall mean “Fair Market Value” as defined in the Plan; provided,however, that if there is no regular public trading market for such CommonStock, “Fair Market Value” shall mean the value established by the most recentindependent appraisal of Crown conducted prior to the relevant Delivery Date. 

                (c)           “Renewal”or “Renewed” shall mean that there is a fully executed, binding agreement withthe relevant MSO on new terms, in a form customary in the industry and that hasbeen approved by the Board. 

                (d)           “VestingDate” for Employment RSUs shall mean each of the fourth anniversary of theGrant Date and the date on which any one of the events in Section 5 occurs.Vesting Date for Performance RSUs shall mean (i) for Section 2(b)(ii) the dateon which the fourth Major Distribution Agreement is Renewed and (ii) forSection 2(b)(iii), December 31, 2008. 

                (e)           “GoodReason” shall have the meaning given in that Employment Agreement dated as ofthe date hereof by and between Crown and Executive. 

                7.             WithholdingTax. 

Executive may be subject to withholding taxes as aresult of the settlement of RSUs. Unless the Committee permits otherwise,Executive shall pay to Crown in cash, promptly when the amount of suchobligations become determinable, all applicable federal, state, local andforeign withholding taxes that Crown determines result from such settlement.Unless the Committee otherwise determines and subject to such rules andprocedures as the Committee may establish, Executive may make an election tohave shares of Stock withheld by Crown or to tender any such securities toCrown to pay the amount of tax that Crown in its discretion determines to berequired so to be withheld by Crown upon settlement of RSUs, subject tosatisfying any applicable requirements for compliance with Section 16(b) of theExchange Act. Any shares of Stock or other securities so withheld or tenderedwill be valued as of the date they are withheld or tendered, provided thatStock shall be valued at Fair Market Value on such date. Unless otherwisepermitted by the Committee, the value of shares withheld or tendered may notexceed the minimum federal, state, local and foreign withholding taxobligations as computed by Crown. 

                8.             Non-transferability.

No RSUs shall be assignable or otherwise transferableby Executive. During the life of Executive any elections with respect to RSUsmay be made only by Executive or Executive’s guardian or legal representative. 

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                9.             Counterparts.

This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

**               **10.           Governing Law.

                This Agreement shall be governed by the laws of theState of Delaware, without regard to conflict of law principles.

                IN WITNESS WHEREOF, the parties hereto have executedthis RSU Agreement as of the date first written above.
|        | CROWN MEDIA HOLDINGS, INC. |
|--------|----------------------------|
|   |                       |   |
|   | By:                        | /s/ Donald J. Hall, Jr. |
| :      | Name:                      |  Donald J. Hall, Jr. |
|   | Title:                     |  Co-chairman |
|   |                       |   |
|   |                       |   |
|   | /s/ Henry  Schleiff        |
|   | Henry Schleiff             |

 

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ScheduleI
| Comcast:     |   | Affiliation Agreement dated as of November 16, 1998  by and between Satellite Services, Inc. and Crown Media United States, LLC as  subsequently amended from time to time.                                                                                                 |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DirecTV:     |   | Affiliation Agreement  dated as of August 20, 2001 by and between DirecTV, Inc. and Crown Media  United States, LLC as subsequently amended from time to time.                                                                                                              |
| Time Warner: |   | Affiliation Agreement  dated as of July 21, 1999 by and between Time Warner Entertainment Company,  L.P. and Crown Media United States, LLC as subsequently amended from time to  time.                                                                                     |
| EchoStar:    |   | Affiliation Agreement  dated as of                     ,  2000 by and between [EchoStar] and Crown Media United States, LLC as  subsequently amended from time to time. |

 

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