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Exhibit 10.66    
    


 
  EMPLOYMENT AGREEMENT    
    


        Agreement, made as of this 25th day of October, 2003, between Crown Media Holdings, Inc., a Delaware corporation with offices at 12700
Ventura Boulevard, Los Angeles, California 91604 or its permits assigns ("Employer") and Charles Stanford ("Employee"). 


WITNESSETH:  


        WHEREAS, Employer desires to retain the services of Employee and Employee desires to continue to be employed by
Employer upon the terms and conditions set forth: 


        NOW,
THEREFORE, in consideration of the covenants herein contained, the parties hereto agree as follows: 


        1.    Employment and Duties.    



        (a)   Effective
October 25, 2003 (the "Effective Date"), Employer hereby employs Employee and Employee hereby agrees to serve as Executive Vice President, Legal and
Business Affairs and General Counsel, reporting directly to the President and CEO of Employer. Employee agrees to perform such services, as requested by Employer, as are consistent with Employee's
position. Employee shall use Employee's best efforts to promote the interests of Employer and shall devote Employee's full business time, energy and skill exclusively to the business and affairs of
Employer during the "Term" (as "Term" is defined in Paragraph 2 below). 


        (b)   During
the course of Employee's employment hereunder, Employer may create or utilize subsidiary companies for the production and distribution of programming or to
conduct the other activities and businesses of Employer. Employer shall have the right, without additional compensation to Employee, to loan or make Employee available to any subsidiary of Employer or
company in common ownership with Employer to perform services for any programming, property or project owned or controlled by Employer or any such entity, provided that Employee's services for any
such entity shall be consistent with Employee's duties hereunder. Employee further agrees that all the terms of this Employment Agreement shall be applicable to Employee's services for each such
entity. 




        2.    Term of Employment.    The term of Employee's employment ("Term") with Employer shall commence on
October 25, 2003 and shall end on October 24, 2006 unless terminated earlier as is provided in Paragraph 8 of this Agreement or extended by mutual agreement of the parties. 


        3.    Compensation.    



        (a)    Salary.    As compensation for Employee's services hereunder, Employer shall pay to Employee a salary at the
rate of $395,000 per year during the first year of the Term, $415,000 per year during the second year of the Term and $436,000 during the third year of the Term. Such salary shall be paid biweekly, in
arrears. 


        (b)    Bonuses.    Following the end of each calendar year during the Term, Employee will be paid a bonus in an amount
based on achievement of the financial goals set out in Schedule A attached hereto. Such bonus will be paid to Employee on the date following the applicable calendar year which Employer
designates for payment of bonuses to its employees in general. 


        (c)    Withholding.    All payments of salary shall be made in appropriate installments to conform with the regular
payroll dates for salaried personnel of Employer. Employer shall be entitled to deduct from each payment of compensation to Employee such items as federal, state and local income taxes, FICA,
unemployment insurance and disability contributions, and such other deductions as may be required by law. 



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        (d)    Expenses.    During the Term, Employer shall pay or reimburse Employee on an accountable basis for all
reasonable and necessary out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and other expenditures incurred by Employee in connection with Employee's
services to Employer in accordance with Employer's expense account policies. 


        (e)    Fringe Benefits.    During the Term, Employee shall be entitled to receive the following fringe benefits:
(i) four weeks paid vacation per year, (ii) group medical, dental, life and disability insurance as per Employer policy, and (iii) any other fringe benefits, on terms that are or
may become available generally to comparable employees of Employer. 




        4.    Place of Employment.    During the Term, Employee shall be based and principally perform Employee's duties at
the Los Angeles area offices of Employer, however, Employee shall undertake all travel required by Employer in connection with the performance of Employee's duties hereunder. 


        5.    Confidentiality, Intellectual Property; Name and Likeness.    



        (a)   Employee
agrees that Employee will not during the Term or thereafter divulge to anyone (other than Employer and its executives, representatives and employees who need to
know such information or any persons designated by Employer) any knowledge or information of any type whatsoever designated or treated as confidential by Employer relating to the business of Employer
or any of its subsidiaries or affiliates, including, without limitation, all types of trade secrets, business strategies, marketing and distribution plans as well as concrete proposals, plans,
scripts, treatments and formats described in subparagraph (b) below. Employee further agrees that Employee will not disclose, publish or make use of any such knowledge or information of a
confidential nature (other than in the performance of Employee's duties hereunder) without the prior written consent of Employer. This provision does not apply to information which becomes available
publicly without the fault of Employee or information which Employee discloses in confidence to Employee's own privileged representatives or is required to disclose in legal proceedings, provided
Employee gives advance notice to the Chief Executive Officer of Employer and an opportunity to Employer to resist such disclosure in legal proceedings. 


        (b)   During
the Term, Employee will disclose to Employer all concrete proposals, plans, scripts, treatments, and formats invented or developed by Employee during the Term
which relate directly or indirectly to the business of Employer or any of its subsidiaries or affiliates including, without limitation, any proposals and plans which may be copyrightable,
trademarkable, patentable or otherwise exploitable. Employee agrees that all such proposals, plans, scripts, treatments, and formats are and will be the property of Employer. Employee further agrees,
at Employer's request, to do whatever is necessary or desirable to secure for the Employer the rights to said proposals, plans, scripts, treatments, and formats, whether by copyright, trademark,
patent or otherwise and to assign, transfer and convey the rights thereto to Employer at Employer's expense. 


        (c)   Employer
shall have the right in perpetuity to use Employee's name in connection with credits for programming, properties and projects for which Employee performs any
services pursuant to this Agreement. 




        6.    Employee's Representations.    Employee represents and warrants that: 



        (a)   Employee
has the right to enter into this Agreement and is not subject to any contract, commitment, agreement, arrangement or restriction of any kind which would prevent
Employee from performing Employee's duties and obligations hereunder; 


        (b)   To
the best of Employee's knowledge, Employee is not subject to any undisclosed medical condition which might have a material effect on Employee's ability to perform
satisfactorily Employee's services hereunder. 



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        7.    Non-Competition; No Raid.    



        (a)   During
the Term, Employee shall not engage directly or indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a
business or other endeavor which materially interferes with any of Employee's duties or obligations hereunder or which is directly competitive with the business of the Employer or its subsidiaries,
including but not limited to the production, distribution or any other exploitation of audiovisual television material (the "Other Business"). 



        (b)   Employee
further agrees that during the Term and for a period of one year thereafter, Employee will not employ, or attempt to employ or assist anyone else to employ, any
person who is, at the date of termination of Employee's employment, working as an officer, policymaker or in high-level creative development or distribution (including without limitation
executive employees) for or rendering substantially full-time services as such to Employer. 




        8.    Termination.    



        (a)   This
Agreement may be terminated and the Term ended on five (5) business days' written notice for any one of the following reasons (except (i) in which
case termination shall occur on the date of death): 



        (i)    The
death of Employee; 


        (ii)   The
physical or mental disability of Employee to such an extent that Employee is unable to render services to Employer for a period exceeding an aggregate of thirty
(30) business days during any twelve month period of the Term. For purposes of counting the aggregate of thirty (30) business days, days properly designated by Employee as vacation days
shall not be counted; 


        (iii)  For
"cause," which for purposes of this Agreement shall be defined as: 



        (A)  the
use of drugs and/or alcohol which interfere materially with Employee's performance of Employee's services under this Agreement; 


        (B)  Employee's
conviction of any act which constitutes a felony under federal, state or local laws or the law of any foreign country; 



        (C)  Employee's
persistent failure after written notice to perform, or Employee's persistent refusal to perform after written notice, any of Employee's duties and
responsibilities pursuant to this Agreement; or 


        (D)  Employee's
dishonesty in financial dealings with or on behalf of Employer, its subsidiaries, affiliates and parent corporation or in connection with performance of
Employee's duties hereunder. 





        (b)   Employer
shall also have the right to terminate Employee prior to the expiration of the Term in addition to pursuant to Paragraph 8(a) above by providing Employee
with not less than thirty (30) days' advance notice in writing. In the event of a termination pursuant to this Paragraph 8(b): (i) the Employer shall pay to the Employee,
commencing thirty (30) days after such notice of termination, the remaining amounts described in Paragraph 3(a) above for the balance of the Term at such time or times such payments
would otherwise be due. Employer shall have no further obligations to Employee hereunder. If Employer terminates Employee under this Paragraph 8(b), Paragraph 7(a) shall not apply from
the date of termination. 


        (c)   In
the event that Employer terminates this Agreement due to any of the reasons set forth in Paragraphs 8(a)(i), 8(a)(ii) or 8(a)(iii)(A-D) above,
Employee shall be paid Employee's salary through the later of the expiration of the five (5) business days period referred to in 



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Paragraph 8(a)
or the end of the month in which the termination event occurs, after which Employer's obligation to pay salary to Employee shall terminate. After making the payments provided for
in this sub-paragraph (c), Employer shall have no further obligations to Employee pursuant to this Agreement. 


        (d)   Upon
termination of this Agreement, Employee shall promptly return all of Employer's property to Employer. 


        (e)   Upon
termination of Employee's employment for any reason, Employee shall tender Employee's resignation from the Board of Directors of any of Employer's subsidiaries or
affiliates on which Employee is serving, and Employer shall accept such resignation forthwith. 




        9.    Breach; Remedies.    Both parties recognize that the services to be rendered under this Agreement by Employee
are special, unique and extraordinary in character, and that in the event of the breach by Employee of the terms and conditions of this Agreement, Employer shall be entitled,  inter alia, if it so elects,
 to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain
damages for any breach of this Agreement, and to seek to enforce the specific performance thereof by Employee, and/or to seek to enjoin Employee from performing services for any other person, firm or
corporation. The parties further stipulate that the law of California shall apply to any dispute of action regarding this Agreement. 



        10.    Assignment.    This Agreement is a personal contract and, except as specifically set forth herein, the rights,
interests and obligations of Employee herein may not be sold, transferred, assigned, pledged or hypothecated, although Employee may assign or use as security payments due hereunder from Employer. The
rights and obligations of Employer hereunder shall bind in their entirety the successors and assigns of Employer, although Employer shall remain fully liable hereunder. As used in this Agreement, the
term "successor" shall include any person, firm, corporation or other business entity which at the time, whether by merger, purchase or otherwise, acquires all or substantially all of the assets or
business of Employer. 


        11.    Amendment; Captions.    This Agreement contains the entire agreement between the parties. It may not be changed
orally, but only by agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Paragraph headings are for convenience of reference
only and shall not be considered a part of this Agreement. If any clause in this Agreement is found to be unenforceable, illegal or contrary to public policy, the parties agree that this Agreement
shall remain in full force and effect except for such clause. 



        12.    Prior Agreements.    This Agreement supersedes and terminates all prior agreements between the parties relating
to the subject matter herein addressed, including the Employment Agreement with Employer dated October 25, 2000, and sets out the full agreement between the parties concerning its subject
matter. 


        13.    Notices.    Any notices or other communications required or permitted hereunder shall be in writing and shall
be deemed effective when delivered in person or if mailed, by registered or certified mail, return receipt requested, in which case the notice shall be deemed effective on the date of deposit in the
mails, postage prepaid, addressed to Employee at the address for Employee appearing in Employer's records and, in the case of Employer, addressed to its Chief Executive Officer at the address first
written above. Either party may change the address to which notices are to be addressed by notice in writing given to the other in accordance with the terms hereof. 


        14.    Periods of Time.    Whenever in this Agreement there is a period of time specified for the giving of notices or
the taking of action, the period shall be calculated excluding the day on which the giver sends notice and excluding the day on which action to be taken is actually taken. 


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        15.    Counterparts.    This Agreement 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. 


        IN WITNESS WHEREOF, Employer has by its appropriate officer signed this Agreement and Employee has signed this Agreement as of the day and
year first above written. 



	 	 	CROWN MEDIA HOLDINGS, INC.
	

 	
 	

By	

/s/  DAVID EVANS      

	

 	
 	

Title	

PRESIDENT/CEO

	    	 	 	 
	

 	
 	
EMPLOYEE
	

 	
 	

/s/  CHARLES STANFORD      
 Charles Stanford




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Schedule A—Bonus    
    


        Employee's bonus will be divided into two categories—a discretionary bonus and a performance based bonus. The benchmark for the total bonus amount
will be 20% of Employee's then-current salary, as set out in Paragraph 3(a) if the Agreement. 



        30%
of the bonus will be discretionary, i.e., whether this portion of the bonus is awarded and the amount of the bonus will be in the sole discretion of Employer and the Compensation
Committee of the Board of Directors of Crown Media Holdings, Inc. The maximum amount payable under this discretionary portion of the bonus would be 6% of current salary. 


        The
remaining 70% of the bonus will be awarded based on Crown Media Holdings, Inc. achievement of "Revenue" and "EBITDA" "Targets" for the year for which the bonus is
paid—each will account for half of this portion of the bonus. The benchmark for each of the Revenue and EBITDA portions is 7% of salary, although a greater amount may be paid if Revenue
and/or EBITDA Targets are exceeded. The formula for payment of this bonus based on percentage achievement of Revenue and EBITDA Targets is as follows: 



	Percentage of Revenue or EBITDA Target Achieved
 
	 	Percentage of Salary

Payable as Bonus
	 
	Below 85%	 	No bonus	 
	85% or more but less than 90%	 	5.6	%
	90% or more, but less than 95%	 	6.3	%
	95% or more, but less than 98%	 	6.65	%
	98% or more, but less than 102%	 	7	%
	102% or more, but less than 105%	 	7.77	%
	105% or more, but less than 110%	 	8.4	%
	110% or more	 	10.5	%






        By
way of example, if 110% of the Revenue Target is achieved for the year and only 90% of the EBITDA Target is achieved, the total performance based portion of the bonus would equal
16.8% of salary (i.e. 10.5% for exceeding the Revenue Target and 6.3% for substantial achievement of the EBITDA Target.) 


        "Revenue"
for this purpose will be the sum of gross subscriber revenues and gross advertising sales revenues (less agency commissions) which are realized for accounting purposes by
Employer in each fiscal year. "EBITDA" will have the meaning designated by Employer's outside auditors, consistent with GAAP. The "targets" for each will be those designated in the Employer's
financial "Plan" for each fiscal year, as determined by the CEO of Crown Media Holdings, Inc. and Board of Directors of Crown Media Holdings, Inc. Bonus payments shall be made on the
dates designated by Employer for payment of bonuses to Crown employees in general. 


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Exhibit 10.66


EMPLOYMENT AGREEMENT

Schedule A—Bonus