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  Exhibit 10.61    
    


 
    EXECUTIVE EMPLOYMENT AGREEMENT    
    


        Agreement, made as of January 1, 2012 ("Effective Date"), between Crown Media Holdings, Inc., a Delaware corporation,
with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 and 1325 Avenue of the Americas, 22nd Floor, New York, NY 10019 ("Employer") and Annie Howell ("Employee"). 


        WHEREAS,
Employer desires to employ Employee as provided herein and Employee desires to be employed by Employer upon the terms and conditions set forth; 


        NOW,
THEREFORE, in consideration of the covenants herein contained, the parties hereto agree as follows: 


        1.    Employment Duties.    



        (a)   As
of the Effective Date, Employer hereby employs and Employee hereby agrees to employment pursuant to the terms of this agreement ("Employment Agreement"). Employee
agrees to serve as Executive Vice President, Communications and Media Relations. Additionally, Employee agrees to
serve in such other capacities and perform responsibilities as shall be designated from time to time by Employer. Employee shall use Employee's best efforts to promote the interests of Employer and
shall devote Employee's full business time, energy and skill exclusively to the business and affairs of Employer during the "Term" (as "Term" is defined in Paragraph 2 below). 


        (b)   During
the course of Employee's employment hereunder, Employer may create or utilize subsidiary companies for the production and distribution of programming or to
conduct the other activities and businesses of Employer. Employer shall have the right, without additional compensation to Employee, to loan or make Employee available to any subsidiary of Employer or
company in common ownership with Employer to perform services for any programming, property or project owned or controlled by Employer or any such entity, provided that Employee's services for any
such entity shall be consistent with Employee's duties hereunder. Employee further agrees that all the terms of this Employment Agreement shall be applicable to Employee's services for each such
entity. 


        (c)   During
the Term, Employee shall be required to perform Employee's duties at the Employer's office in New York or at such other principal location in the New York
metropolitan area (or such other location as may be mutually agreeable to Employer and Employee), and Employee shall undertake all travel required by Employer in connection with the performance of
Employee's duties hereunder. 


        (d)   Employer
shall indemnify Employee for his acts as Employee to the extent provided in Employer's bylaws. 




        2.    Term of Employment.    The term of Employee's employment ("Term") with Employer shall commence on the Effective
Date and shall end December 31, 2013 thereafter, unless terminated earlier as provided in Paragraph 7 of this Agreement. 


        3.    Compensation.    



        (a)    Salary.    As compensation for Employee's services hereunder, Employer shall pay to Employee a base salary at
the annual rate of Three Hundred Ten Thousand Dollars ($310,000.00) per year, which will increase to Three Hundred Seventeen Thousand and Seven Hundred Fifty Dollars ($317,750.00), effective
March 1, 2012. During the Term and any extensions, Employer will consider an adjustment of Employee's base salary in March of each year, commencing in March 2013. 


        (b)    Performance Bonus.    Contingent on employment through each year end; the end of the Term; or for termination
of employment pursuant to Paragraph 7(b) below, following the end of 








 

each
calendar year during the Term, Employee will be paid a bonus, to be pro rated for partial calendar years within the Term, in an amount based on achievement of criteria outlined by the
Compensation Committee of Employer, which criteria shall be the same as that established for the senior management team. The bonus target will be set as a percentage of base salary for each year. Such
bonus will be paid to Employee on the date following the applicable calendar year that Employer designates for payment of bonuses to its employees in general, but in no event later than
March 15. 


        (c)    LTI.    Employer will award to Employee Long Term Incentive ("LTI") pursuant to the terms and conditions of the
Amended and Restated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan as amended (collectively, referred to herein as the "Incentive Agreements"). 


        (d)    Withholding.    All payments of salary shall be made in appropriate installments to conform with the regular
payroll dates for salaried personnel of Employer. Employer shall be entitled to deduct from each payment of compensation amounts required under applicable laws or for participation in any employee
benefit plans. 


        (e)    Expenses.    During the Term, Employer shall pay or reimburse Employee on an accountable basis for all
reasonable and necessary out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and other expenditures incurred by Employee in connection with Employee's
services to Employer in accordance with Employer's expense account policies for its senior executive personnel. 


        (f)    Fringe Benefits.    During the Term, Employee shall be entitled to receive the following fringe benefits
pursuant to plans which may be amended from time to time or discontinued: 



          (i)  group
medical, dental, life and disability insurance as per Employer policy; 


         (ii)  any
pension or other fringe benefits on terms that are or may become available generally to senior executives of Employer; and 


        (iii)  annual
housing and transportation allowance in the amount of $40,000 less applicable withholding, which will be paid in bi-weekly installments. 





        Employee
shall also be entitled to four (4) weeks paid vacation for each year of the Term, subject to accrual and usage as outlined in Employer's policies, as may be amended from
time to time or discontinued. The allowable maximum accrual for vacation shall be 1.5 times your benefit, and once the maximum has been accrued, no further hours will accrue until vacation time has
been used. 


        4.    Confidentiality, Intellectual Property; Name and Likeness.    



        (a)   Employee
agrees that Employee will not during the Term or thereafter divulge to anyone (other than Employer and its executives, representatives and employees who need to
know such information or any persons designated by Employer) any knowledge or information of any type whatsoever designated or treated as confidential by Employer relating to the business of Employer
or any of its subsidiaries or affiliates, including, without limitation, all types of trade secrets, business strategies, marketing and distribution plans as well as concrete proposals, plans,
scripts, treatments and formats described in Subparagraph (b) below. Employee further agrees that Employee will not disclose, publish or make use of any such knowledge or information of a
confidential nature (other than in the performance of Employee's duties hereunder) without the prior written consent of Employer. This provision does not apply to information which becomes available
publicly without the fault of Employee or information which Employee discloses in confidence to Employee's own privileged representatives or is required to disclose in legal proceedings, provided
Employee gives advance notice to the Chief Executive Officer or General Counsel of Employer and an opportunity to Employer to resist such disclosure in legal proceedings. 



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        (b)   During
the Term, Employee will disclose to Employer all concrete proposals, plans, scripts, treatments, and formats invented or developed by Employee during the Term
which relate directly or indirectly to the business of Employer or any of its subsidiaries or affiliates including, without limitation, any proposals and plans which may be copyrightable,
trademarkable, patentable or otherwise exploitable. Employee agrees that all such proposals, plans, scripts, treatments and formats are and will be the property of Employer. Employee further agrees,
at Employer's request, to do whatever is necessary or desirable to secure for the Employer the rights to said proposals, plans, scripts, treatments, and formats, whether by copyright, trademark,
patent or otherwise and to assign, transfer and convey the rights thereto to Employer at Employer's expense. 



        (c)   Employer
shall have the right in perpetuity to use Employee's name in connection with credits for programming, properties and projects for which Employee performs any
services pursuant to this Agreement. 




        5.    Employee's Representations.    Employee represents and warrants that Employee has the right to enter into this
Agreement and is not subject to any contract, commitment, agreement, arrangement or restriction of any kind which would prevent Employee from performing Employee's duties and obligations hereunder. 



        6.    Non-Competition; No Raid.    



        (a)   During
the Term, Employee shall not engage directly or indirectly, whether through self-employment or as an employee, independent contractor, consultant,
partner, shareholder or otherwise, in a business or other endeavor which materially interferes with any of Employee's duties or obligations hereunder or which is directly competitive with the business
of the Employer or its subsidiaries, including but not limited to the production, distribution or any other exploitation of audiovisual television material (the "Other Business"). Both parties
recognize that the services to be rendered hereunder by Employee are special, unique and extraordinary in character. In the event of a breach of this Paragraph 6(a) by Employee or a claim by
Employee pursuant to this paragraph, both Employer and Employee shall have all of the remedies available to Employer at law or equity. Notwithstanding Paragraph 8 below, Employee and Employer
agree that temporary and permanent injunctive relief may be sought by either in a court of law to enforce this Paragraph 6(a) and Paragraph 6(b) below. 


        (b)   Employee
further agrees that during the Term and for a period of one year thereafter, Employee will not: 



          (i)  employ,
or attempt to employ or assist anyone else to employ, any person who is, at the date of termination of Employee's employment, working as an officer, policymaker
or in high-level creative development or distribution (including without limitation executive employees) for or rendering substantially full- time services as such to Employer; 


         (ii)  publicly
disparage Employer or its Board of Directors, individually or collectively, or 



        (iii)  interfere
with Employer's relationships with suppliers, customers, or other organizations or individuals with which Employer has a business relationship or is pursuing
a business relationship during the Term. 




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        7.    Termination.    



        (a)   This
Agreement may be terminated and the Term ended on five (5) business days' written notice for any one of the following reasons (except (i) in which
case termination shall occur on the date of death): 



          (i)  The
death of Employee; 


         (ii)  A
serious health condition of Employee that incapacitates Employee (as defined under the Family and Medical Leave Act) for a period exceeding an aggregate of twelve
(12) work weeks during any twelve (12) month period of the Term. For purposes of counting the aggregate work weeks, days properly designated by Employee as vacation days shall not be counted.
In the case of termination by virtue of either the death or disability of Employee, Employee or his heirs will be paid any bonuses which Employee has earned and which are attributable to periods prior
to the effective date of termination, such payment to occur on the date such bonus would normally be paid; 


        (iii)  For
"cause," which for purposes of this Agreement shall be defined as: 



        (A)  The
use of a controlled substance and/or alcohol, either of which materially interfere with Employee's performance of Employee's services under this Agreement; 



        (B)  Employee's
commission of any act which constitutes a felony under federal, state or local laws or the law of any foreign country; 


        (C)  Employee's
persistent failure or refusal after written notice to perform any of Employee's duties and responsibilities pursuant to this Agreement as determined by the
Board of Directors; 


        (D)  Employee's
dishonesty in financial dealings with or on behalf of Employer, its subsidiaries, affiliates and parent corporation or in connection with performance of
Employee's duties hereunder; 


        (E)  Employee's
material breach of any provision of this Agreement; or 


        (F)  Employee's
voluntary resignation. 





        In
the event of termination under Paragraph 7(a)(iii), solely for purposes of Paragraph 6, the Term shall not be deemed terminated and shall continue until the first to
occur of twelve (12) months from termination or the date the Term would have ended prior to termination. 


        (b)   Employer
shall also have the right to terminate Employee prior to the expiration of the Term in addition to pursuant to Paragraph 7(a) above by providing Employee
with written notice. In the event of a termination pursuant to this Paragraph 7(b), Employee shall not be entitled to any further compensation or benefits except (1) as may be provided
under the Incentive Agreements; (2) twelve (12) months base salary, paid in a lump sum and discounted at "prime rate" to present value at the time of payment; (3) vested ERISA
benefits (e.g., 401k plan); (4) benefits that may be required by law (e.g., COBRA); and (5) pro rata bonus through the date Employee's job duties end to be paid as provided
in Paragraph 3(b) above. Employee shall have no obligation to seek comparable employment and if Employee does accept other employment, there will be no offset by Employer against the amounts
payable under this Paragraph 7(b). If Employer terminates Employee under this Paragraph 7(b), Paragraph 6(a) shall not apply from the date of termination. 



        (c)   In
the event that Employer terminates this Agreement due to any of the reasons set forth in Paragraph 7(a) above, Employee shall be paid Employee's salary through
the later of the expiration of the five (5) business days period referred to in Paragraph 7(a) or the end of the 



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month
in which the termination event occurs, after which Employer's obligation to pay salary to Employee shall terminate. After making the payments provided for in this Subparagraph (c),
Employer shall have no further obligations to Employee pursuant to this Agreement, except (1) as may be provided under the Incentive Agreements; (2) vested ERISA benefits; or
(3) benefits that may be required by law (e.g., COBRA). 


        (d)   Upon
termination of this Agreement, Employee shall not retain any business records or documents (including electronic) relating to any activity of Employer or any of its
parent, subsidiary or affiliated companies, shall not disseminate any such information in any format, and shall return any business records, documents and property (including electronic) belonging to
Employer or its parents, subsidiaries and affiliates. This includes all information that the Employee may have in hard copy or on any electronic media (such as CD, DVD, thumb drives, portable hard
drives, home computer, etc.). 


        (e)   Upon
termination of Employee's employment for any reason, Employee shall tender Employee's resignation from any offices Employee holds for Employer or its subsidiaries,
and Employer shall accept such resignation forthwith. 




        8.    Arbitration.    Any dispute between the Employee and Employer involving any provision of this Agreement of
employment matter; including any claim of discrimination under state and federal law, other than an action in court requesting temporary or permanent injunctive relief as set forth in
Paragraph 6 above, shall be resolved by arbitration under the employment rules of the American Arbitration Association and in accordance with applicable law, allowing all damages and remedies
available in a court action. Such arbitration shall be conducted in the New York City metropolitan area before one (1) neutral arbitrator who is a lawyer with expertise in employment law.
Employer shall pay the expenses of the arbitration and each party shall pay its own legal fees and expenses. The arbitrator shall provide a reasoned opinion supporting his/her conclusion, including
detailed findings of fact and conclusions of law. Such findings of fact shall be final and binding on the parties, but such conclusions of law shall be subject to appeal in any court of competent
jurisdiction. 


        9.    Assignment.    This Agreement is a personal contract and, without the prior written consent of Employer, shall
not be assignable by the Employee. The rights and obligations of Employer may be assigned and such assignment shall bind in their entirety the successors and assigns of Employer. As used in this
Agreement, the term "successor" shall include any person, firm, corporation or other business entity which at the time, whether by merger, purchase or otherwise, acquires all of substantially all of
the assets or business of Employer. 


        10.    Amendment; Captions.    This Agreement contains the entire agreement between the parties. It may not be changed
orally, but only by agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Paragraph headings are for convenience of reference
only and shall not be considered a part of this Agreement. If any clause in this Agreement is found to be unenforceable, illegal or contrary to public policy, the parties agree that this Agreement
shall remain in full force and effect except for such clause. 



        11.    Notices.    Any notices or other communications required or permitted hereunder shall be in writing and shall
be deemed effective when delivered in person or if mailed, by registered or certified mail, return receipt requested, in which case the notice shall be deemed effective on the date of deposit in the
mails, postage prepaid, addressed to Employee at the address for Employee appearing in Employer's records. Notices to Employer shall be addressed to its Chief Executive Officer at the address first
written above, with a copy to the Executive Vice President of Legal and Business Affairs, Crown Media Holdings, Inc., 12700 Ventura Blvd., Studio City, CA 91604. Either party may change the
address to which notices are to be addressed by notice in writing given to the other in accordance with the terms hereof. 


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        12.    Periods of Time.    Whenever in this Agreement there is a period of time specified for the giving of notices or
the taking of action, the period shall be calculated excluding the day on which the giver sends notice and excluding the day on which action to be taken is actually taken. 



        13.    Laws.    The laws of the state of New York shall apply to this Agreement and the employment relationship
without the application of any conflict of law provisions. 


        14.    Counterparts.    This Agreement may be signed in any number of counterparts, each of which shall be an
original, and all of which, taken together, shall constitute one instrument. 


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        IN
WITNESS WHEREOF, Employer has by its appropriate officer signed this Agreement and Employee has signed this Agreement as of the day and year first above written. 

 






							
	 
	 	CROWN MEDIA HOLDINGS, INC.
	

 
	
 	
 By:	
 	
/s/ WILLIAM J. ABBOTT







 
	 
	 	 	 	Name:	 	William J. Abbott
	 
	 	 	 	Title:	 	 President & Chief Executive Officer
	 
	 	 /s/ ANNIE HOWELL







  ANNIE HOWELL




 

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Exhibit 10.61


EXECUTIVE EMPLOYMENT AGREEMENT