**Exhibit 10.75**

 

**EMPLOYMENT AGREEMENT AMENDMENT NO. 2**

** **

This Amendment No, 2 is made as of August       ,2005 to that certain Employment Agreement, dated as of September 18, 2001(the “Agreement”), between Crown Media Holdings, Inc., a Delawarecorporation with offices at 6430 South Fiddlers Green Circle, Suite 500,Greenwood Village, Colorado 80111, or its permitted assigns (“Employer”), andDavid Evans, 1464 Lindacrest Drive, Beverly Hills, California 90210 (“Employee”).

 

WITNESSETH:

 

WHEREAS, Employer and Employee desire to extend theterm of the Agreement upon the terms and conditions hereinafter set forth;

 

NOW, THEREFORE, for good and valuable considerationthe receipt and sufficiency of which is mutually acknowledged, the partieshereto agree as follows:

 

1.                           Section 2– Term of Employment shall be deleted in its entirety and replaced asfollows:

 

“2.                     Termof Employment. The term of Employee’s employment (“Term”) with Employershall end on September 17, 2006, unless terminated earlier as is providedin Paragraph 8 of this Agreement or extended by mutual agreement of the partiesin writing.”

 

2.                           Section 3(a) –Salary shall be deleted in its entirety and replaced as follows:

 

“(a)                Salary.As compensation for Employee’s services hereunder, Employer shall pay toEmployee a salary at the annual rate of $1,312,500 through the end of the Term,Such salary shall be paid biweekly, in arrears.

 

3.                           Section 3(b) –Performance Bonus shall be deleted in its entirety and replaced asfollows:

 

“(b)

 

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(i) Performance Bonus. In addition to hissalary, Employee shall be entitled to a performance bonus of $1,312,500 for the12 month period ending September 17, 2006 payable biweekly in arrears.

 

(ii) Transaction Bonus. In the event aChange of Control occurs (x) during the Term of Employee’s employment, (y)within 90 days of Employee’s termination (provided that such termination is notfor cause pursuant to Paragraph 8(a)(iii) or pursuant to 8(b)) or (z)during the period ending the later of September 17, 2006 or 90 days of Employee’stermination if Employee is terminated pursuant to Paragraph 8(b) hereof(not for cause termination), then Employer shall pay Employee a transactionbonus of $5 million payable upon closing of the Change of Control transaction.A “Change of Control” shall mean (i) an acquisition of shares, or a mergeror other business combination, of Employer so that Hallmark Cards, Incorporatedor its current or future subsidiaries (“Current Owners”) no longer elect orcontrol a majority of the Board of Directors of Employer or (ii) a sale ofall or substantially all of the assets of Crown to persons other than theCurrent Owners. Employee shall not be entitled to a Transaction Bonus ifEmployee is terminated for cause as set forth in Paragraph 8(a)(iii).”

 

4.                           Section 8– Termination.  Subsection 8(a)(iv) shallbe deleted in its entirety and replaced as follows:

 

“(a)(iv) By Employee with not less than 30 daysadvance notice in writing in which case, Employee shall be paid Employee’ssalary and performance bonus on a pro rated basis calculated up until the dateof such termination; (a)(v) In the event of a Change of Control, in whichcase Employee shall be paid Employee’s salary and performance bonus on a prorated basis calculated up until the date of such termination.”

 

5.                           Section 8(g) shallbe deleted in its entirety.

 

6.*                          *Exceptto the extent amended herein, all other terms and conditions of the Agreementshall remain in full force and effect.

 

7.                           ThisAmendment No. 2 may be signed in any number of counterparts, each ofwhich shall be an original, and all of which, taken together, shall constituteone instrument.

 

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IN WITNESS WHEREOF, Employer has by its appropriateofficer signed this Amendment No. 2 and Employee has signed this AmendmentNo. 2 as of the day and year first above written.

 

 
|   |   | CROWN MEDIA HOLDINGS, INC. |
|--------|--------|---------------------------------|
|   |   |                            |
|   |   | By:                             | /s/ Charles L. Stanford |   |
|   |   |                            |   |   |
|   |   | Title:                          | EVP |   |
|   |   |                            |   |
|   |   | EMPLOYEE                        |
|   |   |                            |
|   |   |                            |   |
|   |   | /s/ David Evans                 |   |
|   |   | David  Evans                    |
|        |        |                                 |  |  |  |  |

 

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