**Exhibit 10.72**

 

**FORM OF**

**CROWNMEDIA HOLDINGS, INC.**

**2005RESTRICTED STOCK UNIT AGREEMENT**

 

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”)is made and entered into as of August 17, 2005 (the “Grant Date”), by andbetween Crown Media Holdings, Inc. a Delaware corporation (“Crown”) and                                     (“Executive”) pursuant to the terms and conditions of the Amended and RestatedCrown Media Holdings, Inc. 2000 Long Term Incentive Plan (the “Plan”). Capitalizedterms not defined in this Agreement shall have the meanings set forth in thePlan.

 

1. Awardof Restricted Stock Units.

 

(a)                                  General Award. Pursuantto the Plan, Crown awards to Executive                         Restricted Stock Units (“RSUs”), each unit corresponding to one share of CrownCommon Stock (as defined in the Plan), subject to the terms and conditions setforth in this Agreement and the Plan. A copy of the Plan has been delivered tothe Executive. By signing below, the Executive agrees to be bound by all theprovisions of the Plan. Each RSU constitutes an unsecured promise of Crown todeliver either a share of Common Stock or cash in an amount equivalent to oneshare of Common Stock to Executive on the Delivery Date (as defined below). Asa holder of RSUs, Executive has only the rights of a general unsecured creditorof Crown.

 

(b)                                 Types of RSUs. Ofthe total                         RSUs granted to Executive, 50% (                        )shall be deemed to be Employment RSUs and 50% (                        )shall be deemed to be Performance RSUs. The applicable provisions of thisAgreement shall be specified by type of RSU, and if not so specified, shallapply to all RSUs granted hereunder.

 

2. Vesting 

 

(a)                                  Employment RSUs.

 

(i) *RegularVesting.*Subject to continued employment with Crown and/or itsaffiliates or successors as of each anniversary of the Grant Date (unlessone of the events enumerated in Section 2(a)(ii)(A) or Section 4of this Agreement shall have occurred) the Employment RSUs shall vest and become non-forfeitable inequal one-third installments (or as nearly equal installments as practicable)on each of the first, second and third anniversaries of the Grant Date. Eachanniversary of the Grant Date and the date on which any one of the events in Section 2(a)(ii)(A) orSection 4 occurs shall be a “Vesting Date.”

 

(ii) *Change ofControl.*In the event of aChange in Control:

 

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A.           If Executive experiences aninvoluntary Termination of Employment without Cause during the periodcommencing 90 days prior to and ending one year after the date on which aChange in Control occurs, all unvested Employment RSUs shall vest. Forpurposes of the foregoing and without limiting the definition of “Terminationof Employment without Cause” in the Plan, Executive’s involuntary Termination of Employment without Cause will bedeemed to have occurred if Executive has not been offered a “comparableposition” with Crown or its affiliated or successor companies following aChange of Control. A “comparable position” will be deemed a position which (1) involvescomparable or greater responsibilities and authority; (2) providescomparable or greater compensation and benefits; and (3) is located notmore than 50 miles from the location of the Executive’s previous position.

 

B.             If Executive remainsemployed by Crown or its affiliated or successor companies following a Changeof Control, the EmploymentRSUs shall continue to vest as provided in Section 2(a)(i) above.

 

(b)                                 PerformanceRSUs.

 

(i) *Regular Vesting*. Subject to continued employment withCrown, and/or its affiliates, the Performance RSUs shall vest and becomenonforfeitable in their entirety only upon the third anniversary of the GrantDate and only if the average of the Fair Market Value (as defined below) of theCommon Stock for the immediately preceding 60 business days including theVesting Date (or, if such Vesting Date does not fall on a business day, as ofthe business day immediately preceding the Vesting Date) equals or exceeds$14.00 (USD). The thirdanniversary of the Grant Date shall be a “Vesting Date.”  Section 4 shall not apply to PerformanceRSUs.

 

(ii)  *Vesting upon a Change in Control*. Thedate on which a Change in Control occurs shall be a “Vesting Date.”  In the event of aChange in Control (subject to the Executive’s continued employment with Crownas of the date of the Change in Control or upon an Executive’s involuntaryTermination of Employment without Cause within 90 days prior to the date onwhich a Change in Control occurs), all unvestedPerformance RSUs shall vest and be settled immediately prior to the Change inControl only if the following shall have occurred:  if the Change in Control occurs prior to thefirst anniversary of the Grant Date, the Change of Control Price (as defined below) of the Common Stockequals or exceeds $10.00 (USD). If the Change inControl occurs on or after the first anniversary of the Grant Date but prior tothe second anniversary of the Grant 

 

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Date, the Change of Control Price of the CommonStock equals or exceeds $12.00 (USD). If the Changein Control occurs on or after the second anniversary of the Grant Date butprior to the third anniversary of the Grant Date, the Change of Control Price of the CommonStock equals or exceeds $14.00 (USD). If the Change of Control Price is lessthan the applicable levels, the Performance RSUs will be deemed canceled on thedate of the Change of Control.

 

3. Settlement of RSU Award.

 

(a) Settlement. Subject to any cancellation of theEmployment RSUs pursuant to Section 4 and provided there has been noChange of Control of the Company, Crown shall deliver to Executive on theDelivery Date, at Crown’s sole, absolute and unfettered discretion, either:  (1) the number of shares of Common Stockcorresponding to such Employment RSUs; or (2) cash in an amount equal tothe number of shares of Common Stock corresponding to such RSUs multiplied bythe average of the Fair Market Value (as defined below) of the Common Stock forthe immediately preceding 14 business days including the Vesting Date (or, ifsuch Vesting Date does not fall on a business day, as of the business dayimmediately preceding the Vesting Date) unless Executive has otherwise electedto defer receipt of such award in accordance with Committee authorization orpursuant to the terms of a nonqualified plan adopted by Crown. Crown shall havesole, absolute and unfettered discretion in determining whether to delivershares of Common Stock or cash in an amount equivalent to the number of sharesof Common Stock on the Vesting Date.

 

(b) Change in Control Settlement. In the event of aChange in Control, the RSUs vesting in accordance with Sections 2(a)(ii) and2(b)(ii) shall be settled using the Change in Control Price (definedbelow).

 

(c) Dividend and Stock Split Equivalents. For so longas Executive holds RSUs, at the time any dividend is paid with respect to ashare of Common Stock or any forward stock split occurs, Crown shall credit tothe RSU award of the Executive on the same date (or as soon as practicablethereafter) in respect of each RSU held by the Executive as of the record datefor such dividend or split an amount at Crown’s sole, absolute and unfettereddiscretion, in cash, Common Stock, or other property, or in a combinationthereof, in each case having a value equal to the dividend or split, subject toany deferral election by Executive in accordance with Committee authorizationor pursuant to the terms of a nonqualified plan adopted by Crown. Such amountsshall vest and shall be paid on a *pro rata*basis at the same time as the underlying Employment or Performance RSU awardwith which such dividend or stock split is associated is settled.

 

4. Termination of Employment RSUs and Non-Delivery Upon CertainOther Events, Acceleration of Vesting.

 

Executive’s rights with respect to any outstanding unvestedEmployment RSUs shall immediately terminate and no payment shall be made inrespect of such RSUs if prior to the Vesting Date Executive experiences aTermination of Employment (as

 

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definedin the Plan). Notwithstanding the foregoing, any outstanding unvestedEmployment RSUs shall vest immediately upon an Executive’s Termination ofEmployment by reason of : (1) the death of the Executive; (2) theDisability of the Executive ; (3) the retirement of the Executive fromCrown at the “normal retirement age” as defined in the Hallmark AffiliatesEmployee Savings Plan, or any successor plan; or (4) an Executive’sinvoluntary Termination of Employment without Cause 90 days prior to the dateon which any sale, merger, or other disposition orsale of substantially all of the assets of the Crown subsidiary or affiliatefor which Executive is principally employed occurs (such determination of principal employment to be made byCrown in its reasonable discretion).

 

5. Definitions. For purposes of this Agreement:

 

(a) “Change of Control Price” means the Change of Control Pricecalculated in accordance with Section 10(c)(ii) of the Planapplicable to non-incentive stock option holders.

 

(b) “Delivery Date” means the day immediately following a givenVesting Date.

 

(c) “Fair Market Value” means “Fair Market Value” as defined inthe Plan; provided, however, that if there is no regular public trading marketfor such Common Stock, “Fair Market Value” shall mean the value established bythe most recent independent appraisal of Crown conducted prior to the relevantDelivery Date.

 

6. Withholding Tax.

 

Executive may be subject to withholding taxes as a result ofthe settlement of RSUs. Unless the Committee permits otherwise, Executive shallpay to Crown in cash, promptly when the amount of such obligations becomedeterminable, all applicable federal, state, local and foreign withholdingtaxes that Crown determines result from such settlement. Unless the Committeeotherwise determines and subject to such rules and procedures as theCommittee may establish, Executive may make an election to haveshares of Stock withheld by Crown or to tender any such securities to Crown topay the amount of tax that Crown in its discretion determines to be required soto be withheld by Crown upon settlement of RSUs, subject to satisfying anyapplicable requirements for compliance with Section 16(b) of theExchange Act. Any shares of Stock or other securities so withheld or tenderedwill be valued as of the date they are withheld or tendered, provided thatStock shall be valued at Fair Market Value on such date. Unless otherwisepermitted by the Committee, the value of shares withheld or tendered may notexceed the minimum federal, state, local and foreign withholding taxobligations as computed by Crown.

 

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7. Non-transferability.

 

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

 

8. Counterparts.

 

This Agreement may be executed in any number of counterparts,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.

 

9. Governing Law.

 

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

 
|   | CROWN  MEDIA HOLDINGS, INC. |
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|   |                             |   |
|   | By:                              |   |   |
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|   | Name:                            |   |   |
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|   | Title:                           |   |   |
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|   | EXECUTIVE                        |   |
|        |                                  |  |  |  |  |  |

 

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