Exhibit
10.93


[GRAPHIC]


 


	
   

  	
  February 9, 2007

  
	
   

  	
  As of December
  31, 2006

  



Paul
FitzPatrick

83 Havemeyer Pl.

Greenwich, CT 06830


Dear Paul:


This will confirm our
agreement regarding your departure from Crown Media Holdings, Inc. (hereafter “Crown”
or “the company”) and its affiliated companies, effective December 31, 2006,
and the corresponding termination, by mutual consent, of your Employment
Agreement with Crown dated as of August 8, 2006, (the “Employment Agreement”).


In consideration for your
performance of the obligations described below, Crown agrees to pay you a
Performance Bonus for calendar 2006, calculated in accordance with Paragraph
3(c) of your Employment Agreement. As Paragraph 3(c) of the Employment
Agreement provides, this bonus will be paid on the date in 2007 that Crown
designates for payment of bonuses to its employees in general.


This bonus will be
subject to any payroll deductions required by law and shall not be included in
calculating any benefits under the Crown benefit plans.


In return for the above
payment, you agree:


(i) To sign and return a
copy of this letter. You acknowledge that you have been given a minimum of 21
days from the date you first received this letter in which to consult an
attorney and consider whether you want to accept and sign this Agreement. The
Agreement will become effective on the eighth day after you sign it and you
have the  right
to revoke the Agreement during the seven day period after you sign it. You
agree that any changes to this Agreement, whether material or immaterial, will
not restart the running of the 21-day
period.


(ii) To be reasonably
available, through February 28, 2007, for phone consultation on Hallmark
Channel affiliation issues and questions relating to other areas for which you were responsible at Crown. In
addition, you will submit such letters of resignation from any Crown subsidiary
of which you were an officer, as Crown may reasonably require.


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(iii) You, on behalf of yourself and your heirs,
representatives and assigns, hereby release and discharge Crown, its parent
companies, their predecessors, subsidiaries and divisions, and all of their
respective current and former directors, officers, shareholders, successors,
agents, representatives and employees of each, from any and all claims you ever
had, now have, or may in the future assert regarding any matter occurring prior
to December 31, 2006, including, without limitation, all claims, demands,
damages costs and expenses regarding your employment or the resignation of your
employment with Crown (including any rights and claims under the Age
Discrimination in Employment Act and any other employment discrimination
claims), any contract claim (express or implied), any tort, any claim for wages
or benefits, any claim for breach of a fair employment practice law or any
breach of any other local, stale or federal law, statute, ordinance, regulation
or provision.


(iv) It is understood and
agreed that this is a full and final release covering all known or unknown,
undisclosed and unanticipated losses, wrongs, injuries, debts, claims or
damages to you which may have arisen, or may arise from any act or omission
prior to the date of execution of this Agreement arising out of or related,
directly or indirectly, to your employment, or separation from employment with
Crown, as well as any alleged losses, wrongs, injuries, debts, claims or
damages now known or disclosed which have arisen, or may arise as a result of
any act or omission.


(iv) Except as provided
herein, you acknowledge that you are owed no additional compensation in
connection with your resignation and that Crown will have no obligation to
provide you at any time in the future any payments or benefits, other than
those provided for in this Agreement and vested benefits under Crown’s benefit
plans, pursuant to the terms of the plans. You acknowledge and agree that the
payments and benefits you receive under this Agreement supersede and replace
any rights you may have had or could have under any severance pay plan in
existence now or in the future at Crown.


(v) You agree that any
confidential information which you acquired during your employment with Crown
or any predecessor or parent companies shall not be disclosed, either directly
or indirectly, to any other person or used in a manner detrimental to the
interests of Crown, its parent companies, predecessors or other related
entities. You further agree not retain any business records or documents
relating to any activity of Crown or any of its parents, predecessor,
subsidiary or affiliated companies, and to return and not retain any property
belonging to any of these entities.


(vi) Neither you nor
anyone acting on your behalf shall publicize, disseminate or otherwise make
known the monetary terms of this Agreement, directly or indirectly, to any
other person, except for those rendering professional financial or legal
advice, to



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your immediate family, or
unless required to do so by court order or other compulsory process of law.
Notwithstanding the foregoing, you may disclose any aspects of the agreement
which become public as a result of required SEC filings by Crown.


(vii) You agree to cooperate with Crown in the defense of any legal
matter, in the preparation and production of evidence and in providing
testimony in any judicial or administrative proceeding pending now or in the
future that involves allegations arising during the period of your employment
provided that Crown will reimburse you pursuant to its business travel expense
policy for your reasonable business travel and out-of-pocket expenses incurred
in providing such cooperation and assistance.


(viii) The language of all parts of this Agreement shall in all cases
be construed as a whole, according to its fair meaning, and not strictly for or
against any party. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts
of law rules.


(ix) You recognize that your complete and total release and discharge
of Crown as provided herein is an indispensable part of Crown’s agreement to
pay you the amounts set forth above and which you would otherwise not be
entitled to, and it is understood that if you hereafter institute any claim,
arbitration, lawsuit, action, investigation, grievance, complaint, charge,
demand or other proceeding of the kind described in the paragraphs above, or
breach the additional obligations set forth in this Agreement, Crown may
discontinue or demand repayment of the compensation and benefits paid under
this Agreement.


(x) In the event that you ever contest the enforceability of this
Agreement, in whole or in part, the entire amounts paid or payable by Crown
under this Agreement shall become immediately due and payable to Crown and any
further such payments shall cease. In the event you ever make such challenge,
Crown will have and may pursue its legal remedies for such prior payments.


(xi) This Agreement does not constitute an admission by Crown of any
violation of any law, whether federal, state, local or administrative statute,
ordinance, regulation or provision.


(xii) The terms and provisions of this Agreement are severable and if
any term or provision is held to be invalid or unenforceable, it shall not
affect the validity or enforceability of any other term or provision.


(xiii) This letter sets forth the entire agreement between you and
Crown and supersedes any and all prior oral or written agreements or
understandings between you and Crown, including, but not limited to the
Employment Agreement and the letter



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agreement with Crown
dated June 8, 2006 relating to your services as interim CEO. This Agreement
cannot be modified except by a further writing signed by you and an authorized
representative of Crown.


You
also acknowledge that you have received the additional amount of $93,835.20 for
38 days accrued but unused vacation and personal time and that this pay is
compensation for all accrued vacation and personal time that may be due to you
now or in the future.


Crown, on behalf of itself, its parent companies, subsidiaries and
divisions hereby releases and discharges you from any and all claims any of
them ever bad, now has, or may in the future assert regarding your employment
by Crown or your departure from Crown, which are based on facts or
circumstances which Crown or its executive officers knew prior to December 31,
2006 or should have reasonably known.


If the foregoing correctly
and fully reflects our Agreement, please confirm your agreement by signing
duplicate originals in the space designated below.


 


	
   

  	
   

  	
  Very truly yours,

  
	
  



  	
   

  	
   

  Crown Media Holdings,
  Inc.

  
	
   

  	
   

  	
   

  	
  By:

  	
  C. Stanford

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Charles Stanford

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  EVP, General Counsel

  
						



 


I
am fully aware of and understand this Agreement’s contents and I am entering
into this Agreement knowingly, voluntarily, willfully and free form any
coercion or duress.


ACCEPTED & AGREED:


 


	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  

  /s/ Paul FitzPatrick

  	
   

  	
  Date:

  	
  February 9, 2007

  
	
   

  	
  Paul FitzPatrick 

  	
   

  	
   

  	
   

  



 


 



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