Exhibit 10.75


 


EMPLOYMENT AGREEMENT 

AMENDMENT NO. 2


 


This Amendment No, 2 is made as of August       ,
2005 to that certain Employment Agreement, dated as of September 18, 2001
(the “Agreement”), between Crown Media Holdings, Inc., a Delaware
corporation with offices at 6430 South Fiddlers Green Circle, Suite 500,
Greenwood Village, Colorado 80111, or its permitted assigns (“Employer”), and
David Evans, 1464 Lindacrest Drive, Beverly Hills, California 90210 (“Employee”).


 


WITNESSETH:


 


WHEREAS, Employer and Employee desire to extend the
term of the Agreement upon the terms and conditions hereinafter set forth;


 


NOW, THEREFORE, for good and valuable consideration
the receipt and sufficiency of which is mutually acknowledged, the parties
hereto agree as follows:


 


1.                           Section 2
– Term of Employment shall be deleted in its entirety and replaced as
follows:


 


“2.                     Term
of Employment. The term of Employee’s employment (“Term”) with Employer
shall end on September 17, 2006, unless terminated earlier as is provided
in Paragraph 8 of this Agreement or extended by mutual agreement of the parties
in writing.”


 


2.                           Section 3(a) –
Salary shall be deleted in its entirety and replaced as follows:


 


“(a)                Salary.
As compensation for Employee’s services hereunder, Employer shall pay to
Employee a salary at the annual rate of $1,312,500 through the end of the Term,
Such salary shall be paid biweekly, in arrears.


 


3.                           Section 3(b) –
Performance Bonus shall be deleted in its entirety and replaced as
follows:


 


“(b)


 

















 


(i) Performance Bonus. In addition to his
salary, Employee shall be entitled to a performance bonus of $1,312,500 for the
12 month period ending September 17, 2006 payable biweekly in arrears.


 


(ii) Transaction Bonus. In the event a
Change of Control occurs (x) during the Term of Employee’s employment, (y)
within 90 days of Employee’s termination (provided that such termination is not
for cause pursuant to Paragraph 8(a)(iii) or pursuant to 8(b)) or (z)
during the period ending the later of September 17, 2006 or 90 days of Employee’s
termination if Employee is terminated pursuant to Paragraph 8(b) hereof
(not for cause termination), then Employer shall pay Employee a transaction
bonus of $5 million payable upon closing of the Change of Control transaction.
A “Change of Control” shall mean (i) an acquisition of shares, or a merger
or other business combination, of Employer so that Hallmark Cards, Incorporated
or its current or future subsidiaries (“Current Owners”) no longer elect or
control a majority of the Board of Directors of Employer or (ii) a sale of
all or substantially all of the assets of Crown to persons other than the
Current Owners. Employee shall not be entitled to a Transaction Bonus if
Employee is terminated for cause as set forth in Paragraph 8(a)(iii).”


 


4.                           Section 8
– Termination.  Subsection 8(a)(iv) shall
be deleted in its entirety and replaced as follows:


 


“(a)(iv) By Employee with not less than 30 days
advance notice in writing in which case, Employee shall be paid Employee’s
salary and performance bonus on a pro rated basis calculated up until the date
of such termination; (a)(v) In the event of a Change of Control, in which
case Employee shall be paid Employee’s salary and performance bonus on a pro
rated basis calculated up until the date of such termination.”


 


5.                           Section 8(g) shall
be deleted in its entirety.


 


6.                           Except
to the extent amended herein, all other terms and conditions of the Agreement
shall remain in full force and effect.


 


7.                           This
Amendment No. 2 may be signed in any number of counterparts, each of
which shall be an original, and all of which, taken together, shall constitute
one instrument.


 


2

















 


IN WITNESS WHEREOF, Employer has by its appropriate
officer signed this Amendment No. 2 and Employee has signed this Amendment
No. 2 as of the day and year first above written.


 


 


	
   

  	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles L. Stanford

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David Evans

  	
   

  
	
   

  	
   

  	
  David
  Evans

  
							



 


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