Exhibit 10.72


 


FORM OF


CROWN
MEDIA HOLDINGS, INC.


2005
RESTRICTED STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”)
is made and entered into as of August 17, 2005 (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 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                         
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                         
RSUs granted to Executive, 50% (                        )
shall be deemed to be Employment RSUs and 50% (                        )
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.


 


(i) Regular
Vesting. Subject to continued employment with Crown and/or its
affiliates or successors as of each anniversary of the Grant Date (unless
one of the events enumerated in Section 2(a)(ii)(A) or Section 4
of this Agreement shall have occurred) the Employment RSUs shall vest and become non-forfeitable in
equal one-third installments (or as nearly equal installments as practicable)
on each of the first, second and third anniversaries of the Grant Date. Each
anniversary of the Grant Date and the date on which any one of the events in Section 2(a)(ii)(A) or
Section 4 occurs shall be a “Vesting Date.”


 


(ii) Change of
Control. In the event of a
Change in Control:


 


1

















 


A.           If Executive experiences an
involuntary Termination of Employment without Cause during the period
commencing 90 days prior to and ending one year after the date on which a
Change in Control occurs, all unvested Employment RSUs shall vest. For
purposes of the foregoing and without limiting the definition of “Termination
of Employment without Cause” in the Plan, Executive’s involuntary Termination of Employment without Cause will be
deemed to have occurred if Executive has not been offered a “comparable
position” with Crown or its affiliated or successor companies following a
Change of Control. A “comparable position” will be deemed a position which (1) involves
comparable or greater responsibilities and authority; (2) provides
comparable or greater compensation and benefits; and (3) is located not
more than 50 miles from the location of the Executive’s previous position.


 


B.             If Executive remains
employed by Crown or its affiliated or successor companies following a Change
of Control, the Employment
RSUs shall continue to vest as provided in Section 2(a)(i) above.


 


(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 the third anniversary of the Grant
Date 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). The third
anniversary of the Grant Date shall be a “Vesting Date.”  Section 4 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 following shall have occurred:  if the Change in Control occurs prior to the
first anniversary of the Grant Date, the Change of Control Price (as defined below) of the Common Stock
equals or exceeds $10.00 (USD). If the Change in
Control occurs on or after the first anniversary of the Grant Date but prior to
the second anniversary of the Grant 


 


2

















 


Date, the Change of Control Price of the Common
Stock equals or exceeds $12.00 (USD). If the Change
in Control occurs on or after the second anniversary of the Grant Date but
prior to the third anniversary of the Grant Date, the Change of Control Price of the Common
Stock equals or exceeds $14.00 (USD). If the Change of Control Price is less
than the applicable levels, the Performance RSUs will be deemed canceled on the
date of the Change of Control.


 


3. Settlement of RSU Award.


 


(a) Settlement. Subject to any cancellation of the
Employment RSUs pursuant to Section 4 and provided there has been no
Change of Control of the Company, 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 Employment 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. In the event of a
Change in Control, the RSUs vesting in accordance with Sections 2(a)(ii) and
2(b)(ii) shall be settled using the Change in Control Price (defined
below).


 


(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 held 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 Employment RSUs and Non-Delivery Upon Certain
Other Events, Acceleration of Vesting.


 


Executive’s rights with respect to any outstanding unvested
Employment 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


 


3

















 


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 ; (3) the retirement of the Executive from
Crown at the “normal retirement age” as defined in the Hallmark Affiliates
Employee Savings Plan, or any successor plan; or (4) an Executive’s
involuntary Termination of Employment without Cause 90 days prior to the date
on which any sale, merger, or other disposition or
sale of substantially all of the assets of the Crown subsidiary or affiliate
for which Executive is principally employed occurs (such determination of principal employment to be made by
Crown in its reasonable discretion).


 


5. Definitions. For purposes of this Agreement:


 


(a) “Change of Control Price” means the Change of Control Price
calculated in accordance with Section 10(c)(ii) of the Plan
applicable to non-incentive stock option holders.


 


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


 


(c) “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.


 


4

















 


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  	
   

  
							



 


5