abbott.htm


     

                                                     EXHIBIT 10.1

     

    
 

    May 11,
2010

    


    


    Mr.
William J. Abbott

    50
Snowball Drive

    Cold
spring Harbor, NY 11724

     

    Re: Employment Agreement
Amendment

     

    Dear Mr.
Abbott

     

    This will confirm our agreement to
amend your employment agreement with Crown Media Holdings, Inc. (“Crown”) dated
May 7, 2009 (the “Agreement”) as follows:

     

    
      	
              1.  

            	
              The
      term of the Agreement and your employment by Crown as set out in Paragraph
      2 of the Agreement, is extended until December 31, 2012, unless otherwise
      terminated in accordance with the terms of the
  Agreement.

            


    

     

    


     

    
      	
              2.  

            	
              Effective
      June 1, 2010, your base salary as set forth in Paragraph 3(a) shall be Six
      Hundred Eighty-Seven Thousand Dollars ($687,000) per year. On June 1 of
      each year, Employer shall consider additional salary increases at its
      discretion based on your
performance.

            


    

     

    Except as
amended herein, all other terms of the Agreement will remain in full force and
effect.

     

    


     

    Very truly yours,

    Crown Media Holdings,
Inc.

    


    


    


    By: /s/ DONALD J. HALL,
JR.

    Donald J. Hall, Jr.

    Co-Chairman of the Board

    


    Agreed
and Accepted:

    


    


    /s/ WILLIAM J.
ABBOTT

    William
J. Abbott



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROWN
MEDIA HOLDINGS, INC.

    2010
LONG TERM INCENTIVE COMPENSATION
AGREEMENT

    


    THIS
LONG TERM INCENTIVE
COMPENSATION AGREEMENT (the “Agreement”) is made and
entered into as of January 1, 2010 (the “Grant Date”), by and between Crown
Media Holdings, Inc., a Delaware corporation (“Crown”), and William Abbott
(“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 Amended Agreement
shall have the meanings set forth in the Plan.

    


    1.           Awards.

    


    (a)           General
Award.  Pursuant to the Plan, Crown grants to Executive the opportunity to earn $536,000 (“Target
Award”), 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.  Target Award
constitutes an unsecured promise of Crown to deliver to Executive on the
Delivery Date (as defined below) cash in the amount of the
Target Award actually achieved.  Executive has only the rights
of a general unsecured creditor of Crown.

    


               (b)           Types of Awards.  Of
the total Target Award, $268,000 (50%) shall be deemed to be the Employment Award and $268,000 (50%) shall be
deemed to be the
Performance Award
(collectively, the “Awards”).  Vesting of the Performance Award shall depend on the degree to which the
cumulative cash flow and EBITDA plan set forth on Schedule
1 hereto (“Performance Plan”) is achieved.  The
applicable provisions of this Agreement shall be specified by type of award, and if not so
specified, shall apply to both awards granted
hereunder.

    


    2.           Vesting.

    


    (a)           The
Employment
Award.  Subject
to continued employment with Crown and/or its affiliates as of August 31, 2012,
the Employment Award
shall vest and become nonforfeitable on August 31, 2012.

    


    (b)           The
Performance
Award.

    


    (i)           Performance Award
Metrics.  Subject to continued employment with Crown and/or its
affiliates, as of December 31, 2012, the Performance Award is eligible to
vest and become nonforfeitable in accordance with the 3-Year Cumulative
Performance Award Metrics attached hereto as Schedule 1.

    


    (ii)           Other
Measures.  The Compensation Committee shall also have the
ability to increase or decrease the payout based on an assessment of
demographics achieved,
relative market conditions
and management of expenses.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Settlement of Awards.

    


    Subject
to any cancellation of Awards
pursuant to Section 4, Crown
shall deliver to Executive on the Delivery Date, cash in the amount of the Target
Award actually achieved, unless Executive
has otherwise elected to defer receipt of such award.  Executive may
only elect to defer provided that such election is made in accordance with the
terms of Crown’s Deferred Compensation Plan as amended and restated effective
January 1, 2008.

    


    4.           Termination of Awards and Non-Delivery Upon
Certain Other Events.

    


    Subject
to Section 5
hereof, Executive’s rights with respect to any outstanding unvested Awards shall immediately
terminate and no payment shall be made in respect of such Awards if, prior to the
Vesting Date, Executive experiences a Termination of Employment (as defined in
the Plan).

    


               5.           Other Vestings.

    


    (a)           The
Employment
Award.  Notwithstanding
Section 4
hereof, a pro rata
portion of any outstanding unvested Employment Award 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; or (3) an
Executive’s involuntary Termination of Employment without Cause, provided that
with respect to (3), such Termination occurs on or after January 1, 2011.

    


    (b)           The
Performance
Award.  Notwithstanding Section
4 hereof, a pro rata
portion of any outstanding Performance Award shall vest pursuant to
and on the date indicated in Section
2(b) upon an Executive’s Termination of Employment by reason
of: (1) the death of the Executive; (2) the Disability of the Executive; or (3)
an Executive’s involuntary Termination of Employment without Cause,
provided that with respect to
(3), such Termination occurs on or after January 1,
2011.

    


               (c)           Pro
Rata
Calculations.  The pro rata portion shall be
calculated as the following percentage:  The number of days an
Executive was employed by Crown and/or its affiliates commencing with the date
of this Agreement divided by the total number of days, commencing with the date
hereof and concluding with the scheduled vesting date as set forth in Section 2(a) or 2(b), as
applicable.

    


    6.           Definitions.  For
purposes of this Agreement:

    


    (a)           “Delivery Date” with respect to the Employment Award shall mean any date
designated by Crown within thirty (30) days following the Vesting Date and with respect to the
Performance Award, any date designated by Crown within the later of (x) thirty
(30) days following the Vesting Date or (y) fifteen (15) days following
the issuance of Crown’s audited financials for the relevant year, but in any
event no later than March 15 of the year following the year in which the
Performance Award is vested.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           “Vesting
Date” for the Employment Award shall mean
August 31, 2012 or the date on which any one of the events in Section 5
occurs.  Vesting Date for the Performance Award shall mean December
31, 2012, or the date on which any one of the events in Section
5 occurs.

     

    7.           Withholding
Tax.

     

    Executive
may be subject to withholding taxes as a result of the settlement of the Awards.
Crown shall withhold from settlement payments the amount of such obligations,
including all applicable federal, state, local and foreign withholding
taxes that Crown determines result from such settlement.

     

    8.           Non-transferability.

     

    No Awards shall be
assignable or otherwise transferable by Executive.  During the
life of Executive any elections with respect to Awards
may be made only by Executive or Executive’s guardian or legal
representative.

     

    9.           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.

    


    10.           Governing Law.

    


    This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Long Term Incentive
Compensation Agreement as of the date first written
above.

    


    


    CROWN
MEDIA HOLDINGS, INC.

    


    


    By: /s/ DONALD J. HALL,
JR.

          Name:                      Donald
J. Hall, Jr.

          Title:                      Co-Chairman
of the Board

    


    


    


    /s/ WILLIAM J.
ABBOTT

    William
Abbott


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

    


    Performance Award Metrics
& Vesting

    


    


    


    I.           Performance Award Metrics
(in millions)

    


    
      	
              Benchmarks

            	 	
              2010

            	 	 	
              2011

            	 	 	
              2012

            	 	 	
              3
      Year Cumulative

            	 
	
              Adjusted
      EBITDA

            	 	$	85.1	 	 	$	115.7	 	 	$	147.2	 	 	$	348.0	 
	
              Cash
      Flow

            	 	$	82.0	 	 	$	122.9	 	 	$	137.0	 	 	$	341.9	 


    

    


    


    


    II.           Performance Award
Vesting

    


    Performance
Awards metrics are comprised of two components: Adjusted EBITDA (50% of overall
measurement) and Cash Flow (50% of overall measurement).

    


    Upon
vesting, Performance Awards are eligible for payout as set forth
below:

    


    
      	
              Target Threshold*

            	 	
              Payout*

              
              

            	 
	
              Less
      than 90%

            	 	 	0	%
	
              90%
      Achievement

            	 	 	50	%
	
              100%
      Achievement

            	 	 	100	%
	
              110%
      Achievement

            	 	 	150	%


    

    


    


    *
financial performance results and payout percentages will be interpolated
between the illustrated points.