ltip.htm


    FORM OF
CROWN MEDIA HOLDINGS, INC.

    2009 LONG
TERM INCENTIVE COMPENSATION
AGREEMENT

    


    THIS LONG
TERM INCENTIVE COMPENSATION AGREEMENT (the
“Agreement”) is made and entered into as of January 1, 2009 (the “Grant Date”),
by and between Crown Media Holdings, Inc., a Delaware corporation (“Crown”), and
___________________ (“Executive”) pursuant to the terms and conditions of the
Amended and Restated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan
(the “Plan”).  Capitalized terms not defined in this Amended Agreement
shall have the meanings set forth in the Plan.

    


    1.           Awards.

    


    (a)           General
Award.  Pursuant to the Plan, Crown grants to Executive the opportunity to earn $______________ (“Target
Award”), subject to the terms and conditions set forth in this Agreement
and the Plan.  A copy of the Plan has been delivered to the Executive.
By signing below, the Executive agrees to be bound by all the provisions of the
Plan.  Target Award constitutes
an unsecured promise of Crown to deliver to Executive on the Delivery Date (as
defined below) cash in the amount of the Target
Award actually achieved.  Executive has only the rights of a
general unsecured creditor of Crown.

    


               (b)           Types of Awards.  Of
the total Target Award, $______________ (50%) shall be deemed to be the
Employment Award and $______________
(50%) shall be deemed to be the
Performance Award (collectively, the
“Awards”).  Vesting of the Performance Award shall depend on the degree to which the cumulative cash flow and
EBITDA plan set forth on Schedule 1 hereto
(“Performance Plan”) is
achieved.  The applicable provisions of this Agreement shall be
specified by type of award, and if not so
specified, shall apply to both awards
granted hereunder.

    


    2.           Vesting.

    


    (a)           The Employment Award.  Subject
to continued employment with Crown and/or its affiliates as of August 31, 2011,
the Employment Award shall vest and become
nonforfeitable on August 31, 2011.

    


    (b)           The Performance Award.

    


    (i)  2009-2010 Performance
Plan.  Subject to continued employment with Crown and/or its
affiliates, as of December 31, 2010, 50% of the
Performance Award is eligible to
vest and become nonforfeitable in accordance with the Performance Plan for
2009-2010 attached hereto as Schedule
1.

    


    (ii)  2009-2011 Performance
Plan.  Subject to continued employment with Crown and/or its
affiliates, as of December 31, 2011, the remaining 50% of the Performance Award is eligible to vest and become
nonforfeitable in accordance with the Performance Plan for 2009-2011 attached
hereto as Schedule
1.

    


    (iii)  Other
Measures.  The Compensation Committee shall also have the
ability to increase or decrease the payout based on an assessment of
demographics achieved, relative market
conditions and management of
expenses.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Settlement of Awards.

    


    Subject
to any cancellation of Awards pursuant to
Section 4,
Crown shall deliver to Executive on the Delivery Date, cash in the amount of the Target Award actually
achieved, unless Executive has otherwise elected to defer receipt of such
award.  Executive may only elect to defer provided that such election
is made in accordance with the terms of Crown’s Deferred Compensation Plan as
amended and restated effective January 1, 2008.

    


    4.           Termination of Awards and Non-Delivery Upon
Certain Other Events.

    


    Subject
to Section 5
hereof, Executive’s rights with respect to any outstanding unvested Awards shall immediately terminate and no payment
shall be made in respect of such Awards if,
prior to the Vesting Date, Executive experiences a Termination of Employment (as
defined in the Plan).

    


               5.           Other
Vestings.

    


    (a)           The Employment Award.  Notwithstanding
Section 4
hereof, a pro rata
portion of any outstanding unvested Employment Award shall vest immediately upon an Executive’s
Termination of Employment by reason of:  (1) the death of the
Executive; (2) the Disability of the Executive; or (3) an Executive’s
involuntary Termination of Employment without Cause, provided that with respect
to (3), such Termination occurs on or after January 1, 2010.

    


    (b)           The Performance Award.  Notwithstanding
Section 4
hereof, a pro rata
portion of any outstanding Performance Award shall vest pursuant to and on the dates
indicated in Section
2(b) upon an Executive’s Termination of
Employment by reason of:  (1) the death of the Executive; (2) the
Disability of the Executive; or (3) an
Executive’s involuntary Termination of Employment without
Cause, provided that with respect to (3), such Termination occurs
on or after January 1, 2010.

    


               (c)           Pro
Rata
Calculations.  The pro rata portion shall be
calculated as the following percentage:  The number of days an
Executive was employed by Crown and/or its affiliates commencing with the date
of this Agreement divided by the total number of days, commencing with the date
hereof and concluding with the scheduled vesting date as set forth in Section 2(a) or 2(b), as
applicable.

    


    6.           Definitions.  For
purposes of this Agreement:

    


    (a)           “Delivery
Date” with respect to the Employment Award or the
Performance Award shall mean any date
designated by Crown that is the later of
thirty (30) days following a given Vesting Date or
fifteen (15) days following the issuance of Crown’s audited
financials for the relevant
year, but in any event no later than March
15 of the year following the year in which the Award is vested.

    


    (b)           “Vesting
Date” for the Employment Award shall mean August 31, 2011 or the date on
which any one of the events in Section 5
occurs.  Vesting Date for the
Performance Award shall mean each of
December 31, 2010 and December 31, 2011, or the date on which any one of the
events in Section
5 occurs.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.           Withholding
Tax.

    


    Executive
may be subject to withholding taxes as a result of the settlement of the Awards. Crown shall withhold from settlement
payments the amount of such obligations,
including all applicable federal, state, local and foreign withholding
taxes that Crown determines result from such settlement.

    


    8.           Non-transferability.

    


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

    


    9.           Counterparts.

    


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

    


    10.           Governing
Law.

    


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

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Long Term Incentive Compensation Agreement as of the date first written
above.

    


    


    CROWN
MEDIA HOLDINGS, INC.

    


    


    By: __________________________

          Name:

          Title:

    


    


    _______________________________

    EXECUTIVE