Exhibit 10.78


 


CROWN MEDIA HOLDINGS, INC.

2005 RESTRICTED STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”)
is made and entered into as of August               ,
2005 (the “Grant Date”), by and between Crown Media Holdings, Inc. a
Delaware corporation (“Crown”) and David Evans (“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.                          Award
of Restricted Stock Units.


 


(a)                     General
Award. Pursuant to the Plan, Crown awards to Executive 115,000 Restricted
Stock Units (“RSUs”), each unit corresponding to one share of Crown Common
Stock (as defined in the Plan), 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. Each RSU constitutes an unsecured promise of Crown to
deliver either a share of Common Stock or cash in an amount equivalent to one
share of Common Stock to Executive on the Delivery Date (as defined below). As
a holder of RSUs, Executive has only the rights of a general unsecured creditor
of Crown.


 


(b)                    Types
of RSUs. Of the total 115,000 RSUs granted to Executive, 57,500 shall be
deemed to be Employment RSUs and 57,500 shall be deemed to be Performance RSUs.
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)                     Employment
RSUs. Subject to continued employment with Crown and/or its affiliates as
of each three month anniversary of the Grant Date (unless one of the events
enumerated in Section 4 of this Agreement shall have occurred) the
Employment RSUs shall vest and become nonforfeitable in equal one-third
installments (or its nearly equal installments as practicable) on each of November 18,
2005, February 18, 2006 and May 18, 2006. In the event of a Change in
Control, subject to the Executive’s continued employment with Crown as of the
date of the Change in Control (unless one of the events enumerated in Section 4
of this Agreement shall have occurred), all unvested Employment RSUs shall
vest. Each of November 18, 2005, February 18, 2006 and May 18,
2006, the date immediately prior to that on which a Change in Control occurs
and the date on which any one of the events in Section 4 occurs shall be a
“Vesting Date.”


 


(b)                    Performance
RSUs.


 


(i) Regular
Vesting. Subject to continued employment with Crown and/or its
affiliates, the Performance RSUs shall vest and become nonforfeitable in their


 

















 


entirety only upon May 18, 2006 and only if the
average of the Fair Market Value (as defined below) of the Common Stock for the
immediately preceding 60 business days including the Vesting Date (or, if such
Vesting Date does not fall on a business day, as of the business day
immediately preceding the Vesting Date) equals or exceeds $14.00 (USD). May 18,
2006 shall be a “Vesting Date.” Section 4, Acceleration of Vesting, shall
not apply to Performance RSUs.


 


(ii) Vesting
upon a Change in Control. The date on which a Change in Control
occurs shall be a “Vesting Date.” In the event of a Change in Control (subject
to the Executive’s continued employment with Crown as of the date of the Change
in Control or upon an Executive’s involuntary Termination of Employment without
Cause within 90 days prior to the date on which a Change in Control occurs),
all unvested Performance RSUs shall vest and be settled immediately prior to
the Change in Control only if the average of the Fair Market Value (as defined
below) of the Common Stock for the immediately preceding 60 business days
including the Vesting Date (or, if such Vesting Date does not fall on a
business day, as of the business day immediately preceding the Vesting Date)
equals or exceeds $10.00 (USD).


 


3.                         Settlement
of RSU Award.


 


(a)                     Settlement.
Subject to any cancellation of the Employment 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
Common Stock corresponding to such RSUs; or (2) cash in an amount equal to
the number of shares of Common Stock corresponding to such RSUs multiplied by
the average of the Fair Market Value (as defined below) of the Common Stock for
the immediately preceding 14 business days including the Vesting Date (or, if
such Vesting Date does not fall on a business day, as of the business day
immediately preceding the Vesting Date) unless Executive has otherwise elected
to defer receipt of such award in accordance with Committee authorization or
pursuant to the terms of a nonqualified plan adopted by Crown. Crown shall have
sole, absolute and unfettered discretion in determining whether to deliver
shares of Common Stock or cash in an amount equivalent to the number of shares
of Common Stock on the Vesting Date.


 


(b)                    Change
in Control Settlement. Notwithstanding Section 3(a), in the event of a
Change in Control, Section 10(c) of the Plan shall apply to RSUs.
RSUs settled under Section 3(a) shall use the Change in Control Price
pursuant to Section 10(c) of the Plan applicable to non-Incentive
Stock Option holders.


 


(c)                     Dividend
and Stock Split Equivalents. For so long as Executive holds RSUs, at the
time any dividend is paid with respect to a share of Common Stock or any
forward stock split occurs, Crown shall credit to the RSU award of the
Executive on the same date (or as soon as practicable thereafter) in respect of
each RSU hold by the Executive as of the record date for such dividend or split
an amount at Crown’s sole, absolute and unfettered discretion, in cash, Common
Stock, or other property, or in a


 

















 


combination thereof, in each case having a value equal to the dividend
or split, subject to any deferral election by Executive in accordance with
Committee authorization or pursuant to the terms of a nonqualified plan adopted
by Crown. Such amounts shall vest and shall be paid on a pro rata basis at the same time as the
underlying Employment or Performance RSU award with which such dividend or
stock split is associated is settled.


 


4.                          Termination
of RSUs and Non-Delivery Upon Certain Other Events, Acceleration of Vesting.


 


Executive’s rights with respect to any outstanding
unvested RSUs shall immediately terminate and no payment 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). Notwithstanding the
foregoing, any outstanding unvested Employment RSUs 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 within 90 days prior to the
date on which a Change in Control occurs.


 


5.                         Definitions.
For purposes of this Agreement:


 


(a)                     “Delivery
Date” means the day immediately following a given Vesting Date.


 


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


 


6.                         Withholding
Tax.


 


Executive may be subject to withholding taxes as
a result of the settlement of RSUs. Unless the Committee permits otherwise,
Executive shall pay to Crown in cash, promptly when the amount of such
obligations become determinable, all applicable federal, state, local and
foreign withholding taxes that Crown determines result from such settlement.
Unless the Committee otherwise determines and subject to such rules and
procedures as the Committee may establish, Executive may make an
election to have shares of Stock withheld by Crown or to tender any such
securities to Crown to pay the amount of tax that Crown in its discretion
determines to be required so to be withheld by Crown upon settlement of RSUs,
subject to satisfying any applicable requirements for compliance with Section 16(b) of
the Exchange Act. Any shares of Stock or other securities so withheld or
tendered will be valued as of the date they are withheld or tendered, provided
that Stock shall be valued at Fair Market Value on such date. Unless otherwise
permitted by the Committee, the value of shares withheld or tendered may not
exceed the minimum federal, state, local and foreign withholding tax
obligations as computed by Crown.


 

















 


7.                         Non-transferability.


 


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


 


8.                         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.


 


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/
  Charles Stanford

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
    Charles
  Stanford

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
      EVP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  David Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  EXECUTIVE