**Exhibit 10.100**

 

Private& Confidential

 

 
| ** ** | **Dated 22 April 2005**            | ** ** |
|------------|------------------------------------|------------|
| ** ** | ** **                         | ** ** |
| ** ** | ** **                         | ** ** |
| ** ** | **CROWN MEDIA INTERNATIONAL, LLC** | **(1)**    |
|       |                               |       |
| ** ** | **and**                            | ** ** |
| ** ** | ** **                         | ** ** |
| ** ** | **JEFF HENRY**                     | **(2)**    |
| ** ** | ** **                         | ** ** |
| ** ** | ** **                         | ** ** |
| ** ** | **Compromise Agreement**           | ** ** |

 

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**Contents**

 
| **Clause**                         |                                          |   |
|------------------------------------|-----------------------------------------------|--------|
|                               |                                          |   |
| 1                                  | Definitions                                   |   |
|                               |                                          |   |
| 2                                  | Termination                                   |   |
|                               |                                          |   |
| 3                                  | Severance  Payment                            |   |
|                               |                                          |   |
| 4                                  | RSU Plan                                      |   |
|                               |                                          |   |
| 5                                  | Tax  indemnity                                |   |
|                               |                                          |   |
| 6                                  | Secrecy                                       |   |
|                               |                                          |   |
| 7                                  | Confidential Information                      |   |
|                               |                                          |   |
| 8                                  | Company  property                             |   |
|                               |                                          |   |
| 9                                  | Breach  of agreement                          |   |
|                               |                                          |   |
| 10                                 | Compensation/damages  payable to the Employee |   |
|                               |                                          |   |
| 11                                 | Legal  expenses                               |   |
|                               |                                          |   |
| 12                                 | Settlement                                    |   |
|                               |                                          |   |
| 13                                 | Warranty                                      |   |
|                               |                                          |   |
| 14                                 | Compliance with  Legislation                  |   |
|                               |                                          |   |
| 15                                 | Miscellaneous                                 |   |
|                               |                                          |   |
| 16                                 | Whole  agreement                              |   |
|                               |                                          |   |
| Schedule 1  Certificate by Adviser |                                          |
|                               |                                          |
| Schedule 2  Confidentiality        |                                          |

 

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**THIS AGREEMENT**is dated 26 April 2005 and is made

 

**BETWEEN:**

 

(1)                                  **Crown Media International, LLC** of 6430 South Fiddlers Green Circle,Greenwood Village, CO 80111, USA (the “Company”); and

 

(2)                                  **Jeff Henry** of 9 Fairmile Lane, Cobham, Surrey, UnitedKingdom KT1112DL (the “Employee”);

 

WHEREAS:

 

(A)                              Employee has an employment agreement with theCompany, dated 12 March 2004 as amended by a letter dated 9 July 2004, for hisservices as Managing Director and Chief Executive of Crown Media International,Europe, Middle East and Africa, as well as the Chief Executive of Crown EntertainmentLimited (“the Employment Contract”).

 

(B)                                The Employment Contract provides fortermination of the Employment Contract and Employee’s employment with theCompany in the event of the sale of Company by its parent, Crown MediaHoldings, Inc.

 

(C)                                The Company has been sold by Crown MediaHoldings, Inc. effective 26 April 2005 (the “Termination Date”) and,accordingly, the Employment Contract and Employee’s employment with the Companyhas been terminated on the Termination Date.

 

(D)                               The Employee and the Company have agreed tocompromise any claims arising from the Employment Contract and Employee’semployment with the Company on the terms hereinafter provided.

 

(E)                                 The Company is entering into this agreementfor itself and as agent for all its Associated Companies and is duly authorisedon that behalf.

 

**IT IS AGREED as follows:**

 

**1****                                        ****Definitions**

 

1.1                                 In this Agreement references to specificclauses are references to clauses in this Agreement unless otherwise statedand:

 

“Associated Company” meansan associated company (within the meaning of section 416(1) Income andCorporation Taxes Act 1988) of the Company.

 

“Employment” means theEmployee’s employment with the Company, the terms of which are set out in theEmployment Contract.

 

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“Employment Contract” meansthe contract of employment more particularly described in recital (A).

 

“PAYE Regulations” means theIncome Tax (Employment) Regulations 1993 (as amended, extended or replaced fromtime to time).

 

“RSU Agreements” mean the2004 Restricted Stock Unit Agreement dated as of May 28, 2004 between Employeeand Crown Media Holdings, Inc. and the Amended and Restated Restricted StockUnit Agreement between Employee and Crown Media Holdings, Inc. dated as of May29, 2004.

 

“Severance Payment” meansthe payment more particularly described in clause 3.1.

 

“Termination Date” means thedate more particularly described in recital (C).

 

**2****                                        ****Termination**

 

2.1                                 The Employee shall be paid any outstandingsalary which has accrued up to the Termination Date, less normal deductions.

 

**3****                                        ****Severance Payment**

 

3.1                                 Subject to the Employee’s compliance with hisobligations under this Agreement and the Employment Contract, the Company shallpay to the Employee and without admission of Liability the sum of £954,971 (the“Severance Payment”) to be paid free of tax subject to clauses 3.2 and 3.3below, as compensation for his loss of employment. The Severance Payment ismade of the following elements:

 

3.1.1                        £767,597 which constitutes the present valueof the remaining salary which would have been payable to Employee underParagraph 3(a) of the Employment Agreement;

 

3.1.2                        £175,523 which constitutes the present valueof the remaining bonuses which would have been payable to Employee under Paragraph3(b) of the Employment Agreement.

 

3.1.3                        A payment of £11,851 for earned holiday pay.

 

The Severance Payment willbe paid on or before 10 May 2005.

 

3.2                                 The Severance Payment shall be subject to anydeductions the Company is required by law to make. These will include (withoutlimitation) the income tax on the balance of the Severance Payment in excess of£30,000 in accordance with PAYE Regulations and to the extent applicable,primary Class 1 national insurance contributions.

 

3.3                                 Any further liability to tax on the SeverancePayment and on any other benefits provided to the Employee pursuant to thisAgreement shall be the Employee’s alone.

 

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**4****                                        ****RSU Plan**

 

4.1           The Employee’s Restricted Stock Unitsshall be settled in accordance with the provisions of the RSU Agreements.

 

**5****                                        ****Tax indemnity**

 

5.1                                 The Company makes no warranty as to thetaxable status of the Severance Payment and accordingly the Employee undertakesthat if the Company or any of its Associated Companies is called upon toaccount to the Inland Revenue for any income tax, national insurancecontributions, interest and/or penalties thereon arising in respect of thepayments made and benefits provided under this Agreement, other than the incometax deducted under clause 3 (such income tax, national insurance contributions,interest and/or penalties referred to in this Agreement as the “excess tax”),and if the Company or any other company pays the excess tax to the InlandRevenue, the Employee will, at the written request of such company and providedthe Employee has received notification of the amount due within 14 days of theCompany becoming aware of the claim, immediately pay to such company an amountequal to the excess tax (on an after-tax basis).

 

**6****                                        ****Secrecy**

 

6.1                                 The Employee undertakes that he will not,whether directly or indirectly, make, publish or otherwise communicate anydisparaging or derogatory statements, whether in writing or otherwise,concerning the Company or any of its Associated Companies or any of its ortheir officers agents or employees. The Company undertakes that Crown MediaHoldings, Inc. and its then-current Associated Companies will not, whetherdirectly or indirectly, make, publish or otherwise communicate any disparagingor derogatory statements, whether in writing or otherwise, concerning theEmployee. Company cannot assume responsibility for statements made by Companyor entities that become Associated Companies following any change of control ofCompany.

 

6.2                                 The Employee and Company agree to keep theterms on which the Employment is terminated strictly confidential and agree notto disclose, communicate or otherwise make public the same to anyone (save toprofessional advisers, immediate family, relevant tax authorities and otherwiseas may be required to be disclosed by law).

 

**7****                                        ****Confidential information**

 

7.1                                 The Employee undertakes to abide by theconfidentiality provisions set out at Schedule 2 to this Agreement, as well asthose in the Employment Contract.

 

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7.2                                 In consideration of the undertaking given bythe Employee at clause 7.1 above, the Company shall pay to the Employee the sumof £100 subject to deductions for income tax and national insurancecontributions as required by law.

 

**8****                                        ****Company property**

 

8.1                                 The Employee represents and confirms that hehas returned on or before the Termination Date to the Company all property,equipment, records, correspondence, documents, files and other information(whether originals, copies or extracts) belonging to the Company or any of itsAssociated Companies and that he has not retained any copies. In addition theEmployee will provide the Company with all necessary information as will allowsuch person as the Company may determine to access any computer equipment ownedby the Company or any Associated Company and used by the Employee.

 

**9****                                        ****Breach of agreement**

 

9.1                                 The Employee further agrees that if, havingentered into this Agreement he materially breaches the provisions of clauses 6,7 or 8 he will, without prejudice to clause 12 below and any other remediesthat the Company may have and which arise from such breach, forthwith:

 

9.1.1                        repay (or the Company will retain if notalready at that time already paid) the Severance Payment referred to at clause3 to the Company; and

 

9.1.2                        indemnify the Company against all costs(legal or otherwise) incurred by the Company in recovering or seeking torecover the Severance Payment from him.

 

**10****                                 ****Compensation/damages payableto the Employee**

 

10.1                           Notwithstanding the provisions of thisAgreement in the event that the Company is ordered to pay any compensation ordamages to the Employee by an employment tribunal or civil court, the Employeeagrees forthwith to pay an equivalent sum to the Company or to repay theSeverance Payment referred to in clause 3, whichever is the lesser amount.

 

**11****                                 ****Legal expenses**

 

11.1                           The Company shall on the production of avalid VAT invoice certified to be a true copy addressed to the Employee butmarked payable by the Company pay to the Employee’s solicitors, up to a maximumsum of £500 plus VAT in respect of the Employee’s legal expenses to the extentthese are incurred in connection with the termination of the Employment and/orrelate exclusively to the negotiation and preparation of this Agreement.

 

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**12****                                 ****Settlement**

 

12.1                           The Employee acknowledges that he hascarefully considered the facts and circumstances relating to the Employment andthe termination thereof and agrees that he will not institute any proceedingsor complaints before an employment tribunal or court arising out of or inconnection with the Employment or its termination in respect of any of thefollowing specific claims.

 

12.1.1                  Any claim for wrongful dismissal or any otherclaim for breach of contract (including any claim for a bonus);

 

12.1.2                  any claim for unfair dismissal under Part Xof the Employment Rights Act 1996;

 

12.1.3                  any claim for a statutory redundancy paymentpursuant to section 135 of the Employment Rights Act 1996;

 

12.1.4                  any claim arising out of contravention oralleged contravention of Regulation 10 or Regulation 11 of the Transfer ofUndertakings (Protection of Employment) Regulations 1981;

 

12.1.5                  any claim under the Sex Discrimination Act1975;

 

12.1.6                  any claim under the Equal Pay Act 1970;

 

12.1.7                  any claim under section 54 of the RaceRelations Act 1976;

 

12.1.8                  any claim under the Disability DiscriminationAct 1995;

 

12.1.9                  any claim under any provision of directlyapplicable European law;

 

12.1.10            any claim under any provision of the HumanRights Act 1998; and

 

12.1.11            any other claim whether at common law orstatute.

 

12.2                           The Employee agrees that the terms of thisAgreement are in full and final settlement and any other claims whether atcommon law or otherwise and in any jurisdiction in the world which he may haveagainst the Company or any Associated Company or its or their officers,directors, employees, shareholders or agents arising out of or connected withhis Employment or its termination or the Employment Contract or itstermination. The Employee hereby agrees that, except for the sums and benefitsreferred to in this Agreement and any amounts payable pursuant to the Deed ofRestrictive Covenants between Company and Employee, dated 23rd February 2005,no other sums or benefits are due to him from the Company or any AssociatedCompany.

 

**13****                                 ****Warranty**

 

13.1                           The Employee represents and warrants:

 

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13.1.1                  That he has received advice from a “relevantindependent adviser” (“the Adviser”) (for the purposes of the legislationspecified in clause 14 below) as to the terms and effect of this Agreement (andin particular its effect on the Employee’s ability to pursue his rights beforean employment tribunal) and that he will procure that the Adviser forthwithprovides a certificate in the form of Schedule 1 to this Agreement and that insuch Schedule the name and other relevant details of the Adviser are correctlyset out;

 

13.1.2                  that he has raised with the Adviser all factsand issues relevant to the Employment and its termination

 

13.1.3                  that Adviser has advised him that the claimsand prospective proceedings listed at clause 14 are all of the claims andprospective proceedings that he reasonably believes he has against the Company,any Associated Company or their, officers, agents and employees arising out ofor in connection with his Employment (including the termination thereof) andthat he has no other claim; and

 

13.2                           The Company enters into this Agreement inreliance upon the warranty given by the Employee at clause 13.1.  In the event that the Employee brings anyproceedings relating to his Employment (including its termination) against theCompany, any Associated Company or its or their officers, employees or agentsthe Employee agrees that he will repay to the Company on demand the SeverancePayment (less any statutory redundancy payment) and that sum will berecoverable as a debt.

 

**14****                                 ****Compliance with Legislation**

 

The conditions regulatingcompromise agreements contained in:

 

14.1                           Section 203(3) Employment Rights Act 1996;

 

14.2                           section 77(4A) Sex Discrimination Act 1975;

 

14.3                           section 72(4A) Race Relations Act;

 

14.4                           section 288(2B) Trade Union and LabourRelations (Consolidation) Act 1992;

 

14.5                           section 9(3) Disability Discrimination Act1995;

 

14.6                           regulation 35(4) of the Working TimeRegulations 1998;

 

14.7                           section 49(4) of the National Minimum WageAct 1998;

 

are intended to be and havebeen satisfied.

 

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**15           Miscellaneous**

 

15.1                           This Agreement shall be governed by andinterpreted in accordance with English Law

 

15.2                           Subject to any provision which specificallyrefers to an Associated Company and which is intended to confer benefits on anysuch Associated Company, no term of this Agreement is enforceable by a personwho is not party to it.

 

**16****                                 ****Whole agreement**

 

16.1                           This Agreement sets out the entire agreementbetween the parties and supersedes all prior discussions between them or their advisersand all statements, representations, terms and conditions, warranties,guarantees, proposals, communications and understandings whenever given andwhether orally or in writing. If signed by all parties to the Agreement itshall then, notwithstanding being marked “without prejudice” or “withoutprejudice subject to contract” and subject to any written statement to thecontrary, be treated as an open and binding agreement.

 

16.2                           Notwithstanding the other provisions of thisAgreement, it is agreed that nothing herein shall affect the obligations of theCompany and/or the Employee pursuant to the Deed of Restrictive Covenantsbetween them, dated 23rd February 2005.

 

**IN WITNESS**whereof this Agreement has been executed the day and year first above written.

 
| /s/  Charles Stanford             |        |
|-----------------------------------|-------------|
| **SIGNED by** Charles Stanford    | )           |
| ** **                        |
| for  and on behalf of the Company | )           |
| ** **                        |
| dated 4/26/05                | )           |
| ** **                        |
| Witnessed  by                     | W.  Aliber  | (name) |
|                              |        |
| /s/  W. Aliber                    | (signature) |
|                              |        |
| 1215  W 64th Street               | (address)   |
|                              |        |
| Kansas  City, MO 64113            |        |
|                                   |             |  |  |

 

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| SIGNED  by **Jeff Henry**      | )               |
|--------------------------------|-----------------|
| ** **                     |
| the  Employee                  | /s/  Jeff Henry | ) |
| ** **                     |
| dated   25/4/05 | )               |
| ** **                     |
| Witnessed  by                  | LISA  GRAVENER  | (name) |
|                           |            |
| /s/  Lisa Gravener             | (signature)     |
|                           |            |
| 10  ROTHERWOOD CLOSE           | (address)       |
|                           |            |
| WIMBLEDON,  SW20 8RX           |            |
|                                |                 |  |  |

 

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**Schedule 1**

 

**Certificateby Adviser**

 

I confirm that I have given independentlegal advice to Jeff Honry as to the terms and effect of the above Agreementand in particular its effect on my client’s ability to pursue his rights beforean employment tribunal.

 

I confirm**that I am a Solicitor of the SupremeCourt holding both at the date of the above Agreement and at the date the saidadvice a current practising certificate and that there is and was at the time Igave the advice referred to******above in force a policy at insurance which covers the risk of a claim by Adam Woods in respect of anyloss arising in consequence of thatadvice

 
| Signed:                   | /s/ Timothy  William Osborne |   |
|---------------------------|------------------------------|--------|
|                      |
| Print Name:               | TIMOTHY  WILLIAM OSBORNE     |   |
|                      |
| Name and  Address of Firm | WIGGIN  OSBORNE FULLERLOVE   |   |
|                      |
| 95 THE PROMENADE          |                         |
|                      |
| CHELTENHAM                |                         |
|                      |
| GL50 1 HH                 |                         |

 

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**Schedule2**

 

**Confidentiality**

 

1                                          TheEmployee shall not at any time (without limit) after the Termination Date directlyor indirectly.

 

(a)                                  divulgeor communicate to any person, company, business entity or other organisation;

 

(b)                                 usefor his own purposes or for any purposes other than those of the Company or anyAssociated Company; or

 

(c)                                  throughany failure to exercise due care and diligence, cause any unauthoriseddisclosure of

 

any tradesecrets or Confidential Information relating to the Company or any AssociatedCompany, but so that these restrictions shall cease to apply to any informationwhich shall become available to the public generally otherwise than through thedefault of the Executive.

 

**“Confidential Information”** shall mean detailsof suppliers and their terms of business, details of customers and theirrequirements, the prices charged to and terms of business with customers,marketing plans and sales forecasts, financial information, results andforecasts (save to the extent that these are included in published auditedaccounts), any proposals relating to the acquisition or disposal of a companyor business or any part thereof or to any proposed expansion or contraction ofactivities, details of employees and officers and of the remuneration and otherbenefits paid to them, information relating to research activities, inventions,secret processes, designs, software, formulae and product lines, anyinformation which the Employee is told is confidential and any informationwhich has been given to the Company or any Associated Company in confidence bycustomers, suppliers or other persons.

 

2                                          Allnotes, memoranda, records, lists of customers and suppliers and employees,correspondence, documents, computer and other discs and tapes, data listings,codes, designs and drawings and other documents and material whatsoever(whether made or created by the Employee or otherwise) relating to the businessof the Company or any Associated Company (and any copies of the same):

 

(a)                                  shallbe and remain the property of the Company or the relevant Associated Company;and

 

(b)                                 shallbe handed over by the Employee to the Company or to the relevant AssociatedCompany on or before the Termination Date.

 

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