Exhibit
10.6


 


AMENDED AND
RESTATED


CROWN MEDIA
HOLDINGS, INC.


RESTRICTED
STOCK UNIT AGREEMENT


 


THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (the “Amended
Agreement”) is made and entered into as of May 25, 2004, 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) and hereby
amends and restates the Restricted Stock Unit Agreement between the parties
(“Agreement”) dated as of May 29, 2003 (“Grant Date”). Capitalized terms not
defined in this Amended Agreement shall have the meanings set forth in the
Plan.


 


1.  Award of Restricted Stock Units.  Pursuant to the Plan, Crown awarded to Executive on the Grant
Date, 833,056 Restricted Stock Units (“RSUs”).   Each unit corresponds to one share of Crown Common Stock (as
defined in the Plan) and shall be subject to the terms and conditions set forth
in this Amended Agreement and the Plan. A copy of the Plan has been delivered
to the Executive.  By signing below, the
Executive reaffirms his agreement 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.


 


2.  Vesting.  Subject
to Section 4 of this Agreement, the RSUs shall vest and become
nonforfeitable in equal one-half installments on each of January 3, 2005
(“First Vesting Date”) and January 2, 2006 (“Second Vesting Date”).  The First Vesting Date, the Second Vesting
Date and the date on which any one of the events in Section 4 occurs shall
be a “Vesting Date.”


 


3.  Settlement
of RSU Award.


 


(a) Settlement. 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 Fair Market
Value (as defined below) of the Common Stock as of the close of business on the
Vesting Date (or, if such Vesting Date does not fall on a business day, as of
the close of business on 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 the cash equivalent; provided, however, that the Committee will notify
Executive of its intent regarding the form of settlement with respect to


 


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the RSUs (i.e., cash or Common Stock) prior to the
enrollment period specified in the nonqualified deferred compensation plan
adopted by Crown.


 


(b) 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 at the same time as
the underlying RSU award is settled.


 


4.  Termination
of RSUs; Accelerated Vesting.


 


(a)                                   Executive’s rights with respect to any
outstanding unvested RSUs shall immediately terminate and no payment shall be
made in respect of such RSUs (i) with respect to the First Vesting Date, if
prior to such date, Executive experiences a Termination of Employment (as
defined in the Plan) with Crown, excluding a Normal Retirement or (ii) with
respect to the Second Vesting Date, if prior to September 17, 2005,
Executive experiences a Termination of Employment (as defined in the Plan) with
Crown, excluding Normal Retirement. Notwithstanding the foregoing, all
outstanding unvested RSUs shall vest immediately by reason of: (1) a Change in
Control if Executive is employed by Crown as of the date of a Change in
Control; (2) Executive’s involuntary Termination of Employment without Cause;
(3) the death of the Executive; or (4) the Disability of the Executive resulting
in Executive’s Termination of Employment.


 


5.  Definitions.
For purposes of this Agreement:


 


(a)                                  “Change in Control” means Change in Control
as defined in the Plan; provided, however, that for purposes of this Agreement,
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 which results in Termination of Employment without Cause of
Executive’s employment shall also be a Change in Control.


 


(b)                                 “Delivery Date” means the date 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


 


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value established by the most recent independent appraisal of Crown
conducted prior to the relevant Delivery Date.


 


(d) “Normal Retirement”
means the retirement of Executive from Crown at the “normal retirement age” as
defined in the Hallmark Employees Affiliates Savings Plan, or any successor
plan.


 


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/
  C. Stanford

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
    EVP - Leg. and Bus. Affairs

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ DAVID J. EVANS

  	
   

  
	
   

  	
  EXECUTE

  
						



 


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