Exhibit 10.1


 


May 19, 2009


 


David Kenin


16650 Calle Haleigh


Pacific Palisades,
CA  90272


 


Dear Mr. Kenin:


 


The following sets forth
the proposed agreement between you and Crown Media Holdings, Inc. (“Crown
Media” or the “Company”) regarding your resignation from employment effective May 31,
2009 (“Separation Date”).  In connection
with your resignation, the Company agrees to do the following:


 


1.                                  To pay you your full base pay (less
appropriate payroll deductions) on regularly scheduled paydays at your current
salary through your Separation Date. 
Amounts paid under this paragraph shall be included in calculating your
benefits under the Company benefit plans.


 


2.                                  To continue your benefits under the
Company benefit plans through your Separation Date.  Following your Separation Date, if you are a
plan participant, you will be entitled to distribution of any vested, accrued
benefits in the Company’s 401(k) benefit plans and payment pursuant to the
terms of the Company’s Deferred Compensation Plan of any compensation you have
deferred under the Plan.


 


3.                                  Provided that you have previously
returned this signed agreement to the Company and abide by its terms, the
Company agrees to pay the amounts set forth below, which amounts shall not be
included in calculating your benefits under any Company benefit plan and shall
be subject to appropriate payroll deductions.


 


(i)              Your base salary at your current rate on
regularly scheduled paydays during the period June 1, 2009 through December 31,
2009, constituting a total amount of $523,076.96;


 


(ii)             A lump sum payment of $346,538.49 on
January 15, 2010, which is equivalent to the total amount of the base salary
which would have been payable to you for the period January 1, 2010 through May
31, 2010; and


 


(iii)            The current employer and employee-paid
portion of your health insurance premium through May 31, 2010 provided, you
have first elected coverage under COBRA. 
Any period of Company-paid coverage is part of COBRA insurance
continuation coverage.  Company-paid
COBRA payments shall continue only as long as you and your dependents are not
eligible for health care coverage under any other employer’s plan.  In the event you become eligible for health
care coverage under another employer’s plan during this coverage period, you
must, in writing or email, notify the department overseeing the COBRA coverage
within ten (10) business days after you become eligible.  The notice should be sent to Gene Hawkins at
the Company.  In the event you become
eligible for health care coverage under any other employer’s plan, the Company
will discontinue paying your COBRA premium payments and any continued COBRA
coverage will be at your cost and only so long as you are legally entitled to
continuing COBRA coverage.


 


4.                                  Provided that you have previously returned
this signed agreement to the Company, the amounts set forth below, which
amounts shall not be included in calculating your benefits under any Company
benefit plan.


 


(i)                                         on the later of ten (10) days after
your (x) Separation Date or (y) the date you return this signed
agreement to the Company, a lump sum amount equal to your accrued, but unused
vacation time, provided that you first provide a written certification
representing an accurate account of such accrued and unused time.  You agree that such account shall be subject
to audit and confirmation by the Company.


 

















 


(ii)                                      at such time as the Company shall pay
annual bonuses for calendar year 2009, a pro rated bonus for the period up to
the Separation Date based upon an annual amount determined in the Company’s
discretion.


 


In return for the above
payments and benefits, you agree:


 


1.                                  To sign and return a copy of this letter.


 


2.                                  On behalf of yourself and your heirs,
representatives and assigns, to release and forever discharge the Company,
Crown Media United States, LLC and their parent companies and their respective
subsidiaries, predecessor companies, affiliates, officers, agents, directors
and employees (“released parties”), of and from all liability, actions, claims,
demands, damages, costs and expenses, under the laws of any country which you
may now or hereafter have on account of, arising out of, or in connection with
all transactions between you and the parties herein released through the date
this agreement is executed, including, but not limited to, your employment and
the termination thereof.


 


3.                                  It is understood and agreed that this is
a full and final release covering all known or unknown, undisclosed and
unanticipated losses, wrongs, injuries, debts, claims or damages to you which
may have arisen, or may arise from any act or omission prior to the date of
execution of this letter agreement arising out of or related, directly or
indirectly, to your employment, or separation from employment with the Company,
or to any personal or professional relationship between you and/or the
employees, agents, representatives, parent companies, subsidiaries, predecessor
companies and affiliates of the Company during your employment with the
Company, as well as those alleged losses, wrongs, injuries, debts, claims or
damages now known or disclosed which have arisen, or may arise as a result of
any act or omission.  Therefore, you
hereby waive any and all rights or benefits which you may now have, or in the
future may have, under the terms of Section 1542 of the California Civil
Code, which provides as follows:


 


A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor.


 


4.                                  To make no disclosure or use whatsoever
of any proprietary or confidential information, data, developments or trade
secrets belonging to the Company, or any of its parent companies, predecessors
or their respective subsidiary or affiliated companies.


 


5.                                  To not retain any business records or
documents (including electronic) relating to any activity of the Company or any
of its parent, subsidiary or affiliated companies, not to disseminate in any
format, and to return to the Company any business records, documents and
property (including electronic) belonging to the Company or its parents,
subsidiaries and affiliates.  This
includes all information that you have in hard copy or on any electronic media
(such as CD, DVD, thumb drives, portable hard drives, home computer,
etc.).  You represent upon signing this
Agreement that all such business records, data, documents and property have not
been disseminated outside the Company and are in the possession of or have been
returned to the Company.


 


6.                                  That your employment relationship and all
contractual agreements with the Company or related entities are terminated,
other than as provided in this Separation Agreement, and you are owed no
additional compensation in connection with your employment or the termination
of your employment, and that the Company and the released parties will have no
obligation to provide you at any time in the future any payments or benefits,
other than those provided for in this agreement and vested benefits under any
Company ERISA benefit plans.


 


7.                                  To cooperate with the Company and its
parent companies, predecessors and their respective subsidiaries, and
affiliates in the defense of any legal matter involving any other employee of
the company, its parent companies or their subsidiaries and affiliates or
involving any other matter that arose during your employment, provided that the
Company will reimburse you for your reasonable travel and out-of-pocket
expenses incurred in providing such cooperation and assistance.


 

















 


8.                                  To cooperate in the execution and
completion of any and all corporate documents required by your position as
officer or director of any and all companies affiliated with the Company.  To resign from all such officer and director
positions, and to sign any and all documents necessary to record your
resignations from all such positions.


 


9.                                  To acknowledge and agree that you are not
owed any further amounts pursuant to the terms of any agreement between you and
the Company, and that the payments and benefits you receive under this
Agreement supersede and replace any rights you may have had under any severance
pay plan in existence now or in the future at the Company or any related
entity.


 


10.                            That Paragraph 7(b) of your
Employment Agreement will continue in effect for a period of one year from the
Separation Date.


 


Please acknowledge your
review, understanding and full and knowing acceptance of the terms of this
proposed Separation Agreement by signing and returning duplicate originals.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
  CROWN MEDIA HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Stanford

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & General
  Counsel

  
	
   

  	
   

  
	
  Agreed and accepted
  this 19th day of May, 2009.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Kenin

  
	
   

  	
   

  
	
   

  	
  David Kenin